


Slithering Darkness

by Citrus_Principle



Category: RWBY
Genre: Multi, Other, Pregnancy, Tentabulges, Tentacle Monsters, Tentacle Rape, Tentacle Sex
Language: English
Status: In-Progress
Published: 2015-03-06
Updated: 2015-03-30
Packaged: 2018-03-16 14:54:55
Rating: Explicit
Warnings: Rape/Non-Con, Underage
Chapters: 17
Words: 28,965
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/3492560
Author URL: https://archiveofourown.org/users/Citrus_Principle/pseuds/Citrus_Principle
Summary: <blockquote class="userstuff">
              <p>An innocent mistake releases a horrifying creature into the bowls of Beacon, and no young Huntress's virtue is safe... <br/>[Tentacle Grimm/Every Female Character]</p>
            </blockquote>





	1. Ruby: Innocence Lost

**Warning: There is a reason for the horror label on this fic. This contains graphic tentacle hentai, so if that isn't your thing, I suggest you give this a pass. If not, enjoy what I think might be the only tentacle hentai fic for this archive.**

"I guess this is what I get for being helpful…" Ruby whined as she put _yet another_ dusty box back on the shelf in the storage warehouse under the campus proper. Professor Port had asked if somebody wouldn't mind running a few boxes down here for him, and go-getter that she was, Ruby had immediately volunteered… Her team on the other hand immediately deserted her with almost comical speed. That had left poor Ruby Rose, whose only crime had been wanting to be helpful, to carry all the boxes herself… "Well at _least_ I'm done now…"

Freshly relieved of her load, Ruby took a moment to survey the space and satisfy her curiosity. She'd always wondered what sort of stuff got stored down here-

Her musings were interrupted by a low growl, and in an instant she had drawn and deployed Crescent Rose, _Grimm? In the school?_

Cautiously, Ruby walked deeper into the warehouse, ready to fight when she finally discovered the source of the ominous growling – that is until she discovered it, and wiped sweat from her brow in relief. It turned out that this was where Port also kept his Grimm enclosures, for against the far wall floor to ceiling were stacked huge pens housing various live Grimm behind thick metal bars or Dust-powered Energy fields. Breathing a sigh of relief, she leaned in to examine a caged nevermore the size of a parrot – the thing was almost cute really – and set Crescent Rose down, Realizing that she didn't need it.

That was when her nightmare began.

As Ruby had propped her weapon up against the adjacent enclosure and turned to the house-pet sized bird Grimm, she had failed to notice the shaft of her weapon depressing the 'release' button, causing the energy field on the much larger enclosure to flicker out.

Unbeknownst to the young huntress, eight black tentacles slithered out from their prison. They kept close to the floor as they lurched toward her feet, and by the time the little Nevermore squawked and she turned around, it was far too late. One of the arms wrapped about Crescent Rose and flung it aside, causing a loud clatter, while another surged forward with the speed of a striking serpent and coiled itself about Ruby's ankle, She screamed and tried to run, tapping her semblance for speed, but the tentacle's grip tightened, and she fell to the ground on her stomach dazed and winded as the rose petals fluttered helplessly to the floor. Groggily, she tried to get onto her hands and knees and crawl away – to find Crescent Rose – but the creature responded too fast, and no sooner was Ruby on her knees than had a second tendril bound her other leg. The writhing tentacles spread her legs wide as they pulled her back towards the mouth of the dark enclosure, and Ruby's eyes went wide in terror as she felt more of the tendrils slithering up her legs.

"N-no! Let go of me!" Her feeble protests came to nothing though, and her eyes widened in terror as the first slimy appendage slithered its way under her combat skirt and over the waistband of her leggings to caress the small of her back and leave a sticky wet trail, "p-please…"

But the _thing_ didn't listen. Instead, the probing end of the tendril curved downward and worked its way under the waistband of her leggings, before continuing to slither back down over her panties. Ruby drew in a sharp intake of breath as it progressed between her legs from behind; it hugged her natural contours as it slid between her buttocks, and she winced as it moved over her maidenhood before emerging from the front of her skirt. Horrified, Ruby looked down to see the violating black _thing_ prod the underside of her corset before curving down again, and with sudden force the whole slithering appendage tore back, ripping her skirt off and tearing open the section of her leggings between her legs.

Ruby's heart stopped, only to be jumpstarted and set hammering as the member returned, slamming into her pussy, tearing clean through her panties like tissue paper, and breaking something inside her all in one stroke.

"A-aaaagh!"

Ruby's eyes squeezed shut as she felt the violating tentacle squirm and writhe inside her even as the little trickle of blood began dribbling down her thighs. It was like something was tearing her insides apart – but it felt _good._ As the tendril pulled out partway, and then _thrust_ even deeper inside her, screams of terror gave way to involuntary moans, and the steady ramming in and out of her pussy drowned out the sensation of still more tentacles slithering about her stomach and under her corset, moving all the way up to curl about her petite breast; her nipples were hard from stimulation, and the sudden squeezing of her sensitive mounds drove the breath from her lungs. She couldn't help it as her hips began bucking in time with the thrusting tendril and moaning ever more loudly – there was a pressure building inside her now, something foreign to her experience, but she wanted to feel it _more…_

As she thought that, two more slimy appendages penetrated her, shooting forward from the dark and spiraling around the first. One plunged into her pussy as well, corkscrewing around the first and sending and avalanche of ecstasy through her and making the young huntress's legs tremble. The other drove into her ass, violently forcing its way into the tight orifice. Taken together, the force of these two latest violations knocked Ruby forward and her arms gave out, leaving her with her face to the floor as the tentacles coiling about her breasts tore her shirt open above her corset, exposing her soft flesh to the cold concrete floor. Undeterred, the tentacles continued to plow her ass and pussy, holding her backside above the floor as it jerked and gyrated in time with the thrusting tentacles.

Ruby's vision was blurry as she gave herself over to the mounting pleasure which kept rising inside her until she couldn't even feel the pain anymore, _I'm… being raped…_ she thought dimly, _by a Grimm…_ Yet she couldn't bring herself to care as the dam broke and her whole body tensed. Her back arched and she cried out in bliss, her body shaking as her juices gushed past the tentacles in her vagina, and then she went limp. Completely, utterly limp – her body lay there, but her mind had checked out, and on shameless display for the snarling Grimm that had played audience to her forced deflowering. Even then, the tentacles did not stop, but continued to plunge deep inside her as she lay their like a dead fish, and with each thrust, each successive orgasm, the creature stole more of her aura until Ruby lost consciousness entirely.

* * *

Ruby awoke some time later, curled up on the floor and shivering from prolonged contact with the cold floor. Weakly, she staggered back to her feet, struggling for balance as she staggered for the door, trying to cover herself with her cloak.

"The others... I... I have to warn them..."


	2. Weiss: No Rest for the Weary

Weiss contentedly hummed to herself as she lowered herself into the bathtub. The bathrooms each dorm was furnished with were surprisingly lavish – a full shower _and_ tub equipped with _spa jets did_ seem extravagant – not that the Heiress was about to complain. She’d locked the bathroom door of course; wouldn’t doo to have Blake or Yang walk in on her by accident – she had her modesty to think of after all – so there would be no interruptions to her quiet, peaceful relaxation time… Right?

Blissfully vegetating in the nice, hot water as she was, Weiss didn’t even notice the jet stop. Nor, under the soap suds, did she see the black mass beginning to extrude from the nozzle between her legs. Not that she’d ever admit it of course, but she had so positioned herself to have the jet gently pleasure her as she enjoyed the bath water at her leisure. Thus was it that she scarcely batted an eye when the appendage brushed her womanhood. In truth, the Heiress was half asleep in her luxuriant bath, and even as it began to worm its first few inches inside of her, she thought she was dreaming it even as her thighs reflexively closed a bit.

“Oh Neptune~” She drowsily moaned, “Go ahead… _take me…_ ”

As though in response to the invitation, the dark member currently exploring Weiss’s entrance plunged deep inside, jarring her from her daze as she suddenly lost her virginity.

“Aaahh!” Weiss yelped, trying to stand up. She froze when she saw the black tendril protruding from her pussy, staring in slack-jawed horror. “W-what?”

When it pulled out slightly and then thrust back into her again though, Weiss’s knees buckled and she fell back into the water, where more of the black tentacles were emerging from the bathtub’s Jacuzzi nozzles and starting to wrap about her legs. Desperately, she tried to throw herself over the edge of the bathtub, but the tendrils tightened about her legs and she could only get her stomach over the lip. As she bent over to reach for the counter, or anything really, to pull herself out of the tub with, her petite, if still shapely ass made for an easy target, and a second tentacle swiftly availed itself of the unwitting invitation, sending a shock through her body.

“No…” The heiress grunted as she slumped over the lip of the bathtub and her body rocked forward and back in time with the thrusts into her ass and pussy, “Not… like _this…_ ”

Her hair was loose of her usual ponytail, and hung about her downturned face in a jostling cascade even as the plunging thrusts inside of her brought wincing tears to her eyes. Her breasts were small, but not so small that they did not jerk and jiggle with each successive penetration, slapping softly against the edge of the bath. She felt disgusted with herself when she realized that her nipples were hard, and doubly so when she began to enjoy the writhing appendages being inside her and allowed herself to slip back into the water, moaning softly as her head rested just above the water at the end of her bath, her arms hanging over either side of it. She moaned more loudly as two more tentacles spiraled around the first and entered her pussy, causing her legs to reflexively clamp shut, only to be thwarted as two more tendrils wrapped themselves around her fit, lean thighs and _pried_ them open, lifting her feet from the water and separating her legs such that they draped over the edges of the luxuriant bathtub at the knees, leaving her womanhood and supple ass open for plunder.

As the various tendrils continued to surge in and out of her with impunity, the two remaining tendrils explored her upper body. One coiled about her right breast and squeezed, its slimy tip teasing her nipple and prompting her to still louder moaning. Dimly, she thought about how humiliating this would be if anyone else saw – or were even listening from out in the dorm – but Blake and Yang hadn’t come back with her after Ports class, and by this point she was far too busy enjoying her violation to care. The last tentacle caressed her neck and slithered up her chin, before curving over like a snake poised to strike, and when next she parted her lips to moan in uncontrollable ecstasy, it dove down her throat, choking off her pleasured vocalization. It tasted salty on her tongue as it deeply probed her throat, but that was okay.. as long as _whatever this was_ kept making her feel this good, she could forgive _a lot…_

She felt herself getting hot all over as the pleasure flooded her senses from her breasts, ass, and vagina, and slowly, _so very slowly,_ she felt a kind of pressure mounting in the pit of her stomach. She wanted more of it – she had to feel it _all –_ and she wanted it _now._ In a lazy haze, she used her semblance with a sluggardly twist of her wrist to cast a red-orange clockwork glyph around the whole bathtub area, and then let go. When the rune took effect, she lost her mind. Suddenly all eight tentacles fucked her all over in fast-forward. The creature _hammered_ into her ass, it _drove itself_ down her throat, the wet, slithering caress and constriction of her breasts became a forceful kneading, and er pussy… the three members wound around each other inside her had become a thick, writhing _drill_ plunging deep inside her. It was all too much, and after just a scant few seconds of this her back arched and the tentacle withdrew from her lips, allowing her to _scream_ out in ecstasy. It was so great a pleasure that, as her body arched, she was almost completely lifted out of the water, her whole body trembling and shaking above the bath as she orgasmed and a torrent of juices flooded out from her vagina. Then, having sapped most of her aura in the course of its ministrations, the creature withdrew all its apendages at once, dropping her limp body unceremoniously into the water again, leaving her eyes unfocused and her tongue lolling out of her mouth.

“T-that… was…” Nervously, she reached down to feel the fire between her legs, “A-amazing… What… was…” but she couldn’t find the strength or will to finish her sentence, instead slumping and falling into a satisfied doze.


	3. Blake: A Cat in Heat

Blake _supposed_ that she could have helped Ruby with Port’s boxes, and on any other day, she probably would have. Unfortunately, when Blake had woken up that morning, her panties had been utterly drenched; she’d gone into heat. Sitting through classes had been hell – her whole body tingled at the slightest breeze, and every time she sat down, the feeling of the seat pressing up against her entrance through the thin layer of her black silk panties was almost too much. She’d spent the entire day fighting the urge to touch herself, and even then, by the time Port’s class came and went, the fantasy she’d indulged in to drown out the man’s lecture – involving her burying her face in Yang’s glorious, heaving bosoms whilst taking it both ways from Jaune _and Ren_ – had left her panties wet again. So, after getting out of class she’d immediately made for the most remote corner of the library and the coziest armchair she could find; a girl had needs after all – especially a girl in her heat cycle…

Thus had it been that Blake had chosen to curl up with _Ninjas of love_ where no one was likely to find her so she could privately play at being a very naughty kitty. As she reached down under her skirt to stroke the wetness between her legs, Blake imagined herself in the place of her ‘novel’s’ lead heroine, whose first scene involved her introduction as the evil warlord’s favorite concubine, and whose subsequent rescue resulted in her then having sex with the hero, before then using er feminine whiles to seduce a virginal shrine priestess into divulging the secret to forging an enchanted sword (which incidentally involved still _more_ sex) but she could only pleasure herself so much.

Setting the book down, she turned around and straddled the thick arm of the chair, letting her full weight rest on the arm. She gasped, clinging to the arm of the chair as she started to grind herself against the armrest, unable to hold back anymore. Working her pelvis side to side on the arm of the chair she moaned, completely oblivious to the tentacles that had begun working their way out of the vent on the floor behind her chair. She was _so horny_ that it hurt, and desperate enough for relief that she’d submit herself to pretty much anyone who came along at that point, or indeed, _anything._

It was just then that the first tentacle had worked its way through the seat of the sofa, and finding Blake’s calf, swiftly wrapped around it and abruptly heaved her leg upward so that her heel was resting on top of the chair’s headrest. That _had_ caught her notice, but before she could recoil, a second tentacle had bound her other ankle, pinning her in what nearly amounted to a vertical split and forcing her to clutch to the corner of the chair if she didn’t want to fall backward.

“W-what is-GAH!!!” Blake moaned and her body convulsed as two more appendages reached up from between the cushions and caressed her _desperate_ womanhood, slipping under the black fabric of her panties and suddenly ripping them open. She bit her lip in slight disappointment; she didn’t know what was doing this to her, and at the moment, she didn’t _care,_ she just wanted it to stop teasing her and _fuck her stupid._

Blake moaned again as one of the tendrils reached back up and traced her lower lips, “Aaaap _aahhh! Come on!_ ” She begged through clenched teeth, “ _Take me… take me… just TAKE ME already-,_ ”

Blake’s lust-addled plea was granted before she could finish its third iteration. Not one, not two, but _three_ tendrils plunged up into her quivering wetness at once, and Blake nearly screamed. Desperately hanging on to the back of the chair with one arm to support herself, with her other, Blake languidly fumbled with the buttons of her uniform’s blouse and blazer. Her nipples were pert and erect, practically _begging_ for a share of the pleasure and when her blouse hung open, she simply tore her bra off, glancing lazily down to watch her own breasts bounce and jiggle in time with the thrusts in and out of her pussy. Then she let her free hand trace down from her breasts, over her smooth stomach, and over her hyper-sensitive clit until she could feel the members coursing in an out of her like wet and slippery pistons, each thrust penetrating _just a little bit deeper_ into her warm tightness as her walls squeezed down on the intruding tendrils, as though to milk them for whatever pleasure they were worth, and Blake had reached down just in time to feel herself gush onto the seat of her chair. Unlike her previous teammates though, that was not the end of Blake’s experience; her heat cycle had put her body into sexual overdrive, and she wasn’t anywhere _near_ satisfied.

As Blake came down slightly from her _first_ orgasm, another tentacle had been working its way behind her with designs on her widely drawn ass, driving deep inside her from behind as her first discharge of juices soaked into the cushion. Blake groaned and her body jerked as the slithering intrusion worked its way deep into her ass, completing her little double-penetration fantasy in a manner most unexpected, if also colossally pleasurable.

It was all too much. Blake’s eyes lolled back into her head as she came again, and her grip on the back of the chair slipped, leaving her to fall backward, partially onto the drenched seat of the chair and partially hanging off, her legs still spread wide as she let her upper torso drape down towards the floor, her arms hanging limp to the floor. It was only then that her left leg was allowed to come down from its lofty perch, only to be draped over the opposite arm of the chair, leaving her positioned as though attempting to straddle the back of the armchair, her legs spread wide. Through the transition, the three tendrils _plowing_ her vagina never ceased, even as she felt still _another_ tentacle bind her wrists together on the floor.

Blake came a _third time,_ completely helpless and thoroughly satisfied. A little drool escaped the corner of her mouth, and she drifted off into blissful unconsciousness as the tentacles finished with her, withdrawing from whence they had come only after Blake had lost consciousness in her satiated stupor and slumped to the floor.

 


	4. Yang: The Bigger They Are...

Yang laid blow after blow into her punching bag, wailing on it with all her considerable strength. It wasn’t for nothing that people didn’t screw with Yang Xiao Long; she was a powerhouse. Strength, stamina, not to mention drop-dead _gorgeous_ good looks – she had it all. She couldn’t really deny that it made her smile to think about how almost all the girls in the school wanted to be her, and all the guys wanted her – not that she could blame them. She came to the gym every day as much for her _adoring public_ as for herself – didn’t hurt to strut her stuff while she trained, right? Short shorts and a tube top were all she really needed to beat the hell out of a punching bag; who _really_ needed a bra?

_Let em look~_

Today though, she was slightly disappointed; the gym was completely deserted. Maybe it was because so many of the students and faculty were out in Vale enjoying the Vytal Festival, but in any case, they weren’t _there_ to fantasize about _her,_ which kinda took some of the fun out of working out. Still she pressed on, letting her mind wander as she kept striking the bag. Maybe she felt a _little_ guilty for leaving Ruby with all of Port’s boxes, but she knew the way Port looked at her, and Professor Port was one of the few people Yang would rather not think about imagining her naked. She figured Blake and Weiss had had similar thoughts – plus their own routines to think about – Weiss did love to take long baths and Blake was all about her books… though Blake had been acting a little weird all day… So lost in thought was she as she continued to pummel her punching bag that Yang failed to notice tentacles slithering out of the duct work above her, slowly reaching down toward her…

When she paused for a breather Yang turned away from the direction of the ducts and leaned her back against the bag, letting her arms fall to her sides, “Phew… I think that’s probably enough of a working over for now…” It might have been true for the punching bag, but the Brawler’s own ‘working over’ was only just about to begin.

The first two tentacles swiftly wrapped about her wrists all at once, and abruptly yanked her arms up and back, lifting the startled blonde from the floor and wrapping her arms about the punching bag even as her front faced away. Next, her kicking and dangling legs were subdued, bound at the ankles and likewise drawn back by the tendrils to cling about the punching bag. Yang couldn’t believe it; _she_ was pinned – though that particular incredulity did not linger long on her mind as she felt something slithering up her thigh, causing her legs to tremble. “W-what the hell?” She gaped, trying to look, but her position was such that she couldn’t see down past her own breasts. All she _could_ do was _feel_ as the slimy probe moved up the leg of her shorts…

‘Oh god!” Yang gasped as it brushed over the space between her legs. She hadn’t come to the gym wearing panties either… “ _Aaahhh!_ ” She let out a moan and her fist clenched as the slimy extrusion entered her. It felt so wrong and yet _so right_ as the thing explored her insides. She wasn’t a virgin – not with a body like _hers –_ but she’d never had anybody _this deep_ inside her, and it felt-

Yang shook her head, _Get it together Xiao Long!_

Fighting back to her senses, Yang tried to pull her arms and legs free, and she could have sworn that she felt her right arm slide a _little bit free,_ but then the tendrils that held her in place tightened, and that was the end of that. Yang shivered as she felt more tentacles slithering under her arms, and she reflexively pulled her face away when she saw for the first time two of the glistening black tentacles which bound her, slithering over her breasts. Irrespective of the blonde’s disgust, the appendages dove down into her ample cleavage, displacing her skintight tube top as they went and causing her sumptuous melons to spill free of her top.

Meanwhile, another slimy tendril slid over her stomach and reached down into her shorts until it poked back out of the leg, and with a violent jerk, it ripped the front of her shorts open, exposing her dripping pussy. Thus exposed, Yang’s entire body convulsed as the second tendril penetrated her vagina, and her breasts jiggled, slapping loudly against the bare skin of her chest before the tentacles which had revealed her heaving mammaries coiled around them and _squeezed._ First the left breast, then the right was tightly constricted and then relaxed in turn, like she was some kind of _dairy cow._ A comparison made all the more apt when the malleable ends of the tentacles suckled onto her nipples, stiff pink circles at her peaks, and tugged in alternating turns. It felt so good that she almost wished she _was_ a cow… _A-Agh! YES!!! Milk me!!!_

Suddenly, she was pulled away from the punching bag and her arms were raised over her head. As she came to hang directly beneath the vent from which the tentacles had come, the appendages holding her legs pulled up, raising her backside and situating her such that her stomach, breasts, and face all faced the floor. The two tentacles that had been writhing about inside her pussy withdrew suddenly as a ninth, _substantially thicker_ tentacle emerged from the dark vent above and hung between her shaking, but still tightly bound legs. Yang’s only warning was the feeling of its girth accidentally brushing up against her thigh as it drew back to strike, before suddenly plunging violently into her quivering pussy. Yang opened her mouth to scream as this latest, huge member claimed her, but was silenced as the two tentacles which had formerly occupied her vagina dove into her open mouth, choking off the cry. Yang twisted and writhed as she felt her folds stretched wider than ever before to accommodate the sheer girth of this new tendril inside her; it was nearly as thick as her upper arm, and it pushed deep inside her – four inches… eight inches… all the way into her womb – it’s ribbed length thrusting and undulating all the while until a bulge came down its length from the vent and the huge tendril loosed its payload inside her.

That was more than she could take, and she came. She sprayed her juices all over the tentacle and the floor as it withdrew from her pussy with a loud sucking noise, leaving a mingled stream of Yang’s and its own cum to dribble from the trembling blonde’s pussy as she was dropped to the floor, head swimming. _God_ did that hurt, but nothing in her entire life had ever felt _that good…_ As she drifted lazily into a sleepy stupor, she dimly rationalized that she could worry about what had happened to her later – maybe when she wasn’t still coming down from the experience…


	5. RWBY: Team Working-Over

Weiss sat on her bed in her nightgown, arms wrapped about her knees. She couldn’t believe what had happened to her, but there was no denying it; she was still sore after all. She wasn’t sure how to feel – at the time it had felt _so good_ but looking back, it was just so… crass… a proper lady shouldn’t submit herself to sexual violation so eagerly… Concerning that point though, Weiss wasn’t _entirely sure_ that she wanted to be a proper lady…

She started a bit as the doorknob turned and Blake _stumbled_ into the room, closing it behind her. She was holding a book, but she dropped it almost immediately as she stumbled to brace herself on her and Yang’s bunk bed. Blake’s legs were trembling, and her hair looked disheveled somewhat, which gave Weiss cause for some concern.

“B-Blake…? Are you… okay?”

“O-oh yeah…” Blake said through a slightly disconcerting slur, “ _N-never better…_ ”

“What happened to you?”

“Well I…” Blake hesitated, “This morning… well… part of being a female Faunus _is_ going through this…”

“Blake…?”

“I…. was in heat when I woke up this morning…”

The Heiress’s eyes widened, “O-oh…”

“But yeah… I’m… I’m okay now… How’s your afternoon gone…?”

“I…” The words caught in her throat.

Just then both looked to the door, as they heard Ruby’s tremulous voice from outside, _“Yang! Are you okay?_ ”

Both teammates' eyes widened at once, and they exchanged a look, before looking away from each other as the sisters came through the door, the elder clad in a mix and match of her uniform skirt and her tube top, while the younger helped her inside while trying to cover herself entirely with her cloak. “I think I’m gonna be sick Rubes…”

Weiss was on her feet in an instant, “Yang! What happened to you?”

But it was Ruby who answered, “T-there’s a… a _thing!!!_ ”

Blake and Weiss blinked, “A what?”

“S-some kind of Grimm…” Ruby admitted hesitantly, “I accidentally let it out when I was in the storeroom and… and…” She sniffled letting her cloak slip to expose her breasts and her despoiled maidenhood, “ _It…_ ”

Weiss swallowed, her hand gravitating between her own legs, “M-me too…” She turned to Blake, “Don’t tell me-,”

Blake weakly nodded, and though perhaps it was her heat talking, she seemed markedly less disturbed, “Yeah… and it was _so good_...”

“Fuck…” Yang uttered as she stumbled to hold onto Ruby and Weiss’s bunks for support, “You’re telling me that this… _thing_ fucked _all of us...? Oh- oh god!_ ”

Yang’s legs suddenly folded beneath her and she clutched her stomach, “H-hey… did it… y-know… cum _inside all of you too?_ ”

Eyes wide, R, W, and B all shook their heads slowly, and Ruby and Weiss gasped when they realized Yang’s stomach was slowly starting to bulge.

“G- _god…_ is it hot in here?” Yang asked, her face flushed as she started to sweat, “I uh… I don’t feel so good…”

Ruby hastily helped her sister to sit down on Blake’s bed as Weiss and Blake stared, one aghast, the other looking slightly flushed herself as she caught sight of the way that her partner’s nipples were beginning to struggle with her tight tube top. Still Yang’s stomach swelled, and each little bit her stomach bulged pulled the neckline of her top progressively lower until her breasts fell free, themselves looking slightly swollen, and her nipples completely erect.

“Y-Yang! What’s happening to you!?”  Ruby said with worry as Yang’s abdomen began to look as though she had swallowed an entire watermelon whole.

Yang however, was beyond talking. Propping herself up on one hand she fumbled down under her skirt with the other, then thought better of it and simply tore the garment off before feeling herself, “It’s… it _comin-GAH!!_ ” She threw her head back as she threw her legs wide.

None of Team RWBY’s members were doctors, but they knew enough about their own anatomy to know that Yang’s vagina was _severely_ dilated. Yang groaned as her body convulsed, and then let out a yell that was equal parts pain and ecstasy, “You’re-Agh! You’re supposed… supposed to _push, right?_ ”

Blake nodded, unable to decide in her heat-addled mind whether she wanted to stare at Yang’s tits or her pussy. “Y-yeah…”

“The _thing_ got her _pregnant?_ ” Weiss gaped, “A-and so fast?”

“Well we don’t know much about how this Grimm’s physiology works…” Blake offered distractedly, “Just that it’s _really good for-_ ,”

“Blake!” Ruby protested.

“S-sorry…”

Yang’s whole body shook, and she clenched all the muscles in her lower body until several thin, black tentacles emerged from her pussy, and she screamed out again. At the same moment, the tentacles heaved a bulbous black body the size of a grapefruit free from Yang’s pussy, and her jiggling breasts began to spray milky fluid before she flopped backward onto Blake’s bunk breathless. The less physically traumatized members of team RWBY just gaped at the sight and Yang’s stomach shrank somewhat, but then she convulse again and another set of tentacles emerged, heaving another small cephalopod-like Grimm free of Yang’s quivering pussy. Rather than skittering off for the vent like its brother though, this one used it’s tentacles to clamber up Yang’s torso and sucker onto the nipple of her left breast, still spurting lactation.

Weiss fell to her knees as a _third_ infantile tentacle Grimm emerged from Yang’s body and the blond Brawler’s abdomen returned to its normal size, “W-what the-,” But the Heiress’s disbelieving exclamation was cut off as, from the vents against the walls under both beds, the adult Grimm’s tentacles surged out to claim them all once more, the first among them driving home straight into the Heiress’s pussy. Jerking forward, she braced herself with her palms on the floor, eyes wide as she saw the tendrils reaching for an oblivious Blake and Ruby. She wanted to scream, but couldn’t, to escape, yet she didn’t try, she _didn’t want this again –_ but the slimy invader began to undulate insider, and she lost all will to fight it.

Surprised to see her partner doubling over Ruby spoke, “Weiss-,” Only to be cut off as a second tentacle thrust upward and laid claim to her own pussy with a squelching noise. The reaper fell to her knees, panicking, as a second, third, and _fourth_ tentacle followed the first inside her, “N-no! N-not a gain! _No-oooh YES!!!_ ”

Blake, now in a heat-haze all over again, was unabashedly disappointed that her turn hadn’t come again right away, so she clambered onto the bed – _it was her bed after all –_ on top of Yang’s panting form and, even as the Grimmling suckled at her partner’s left teat, Blake took the right nipple into her own mouth and sucked, savoring Yang’s sweet milk as the remaining tendrils finally found their way to the Bumblebee duo, one slithering into Yang’s still drawn vagina, and the others plugging Blake’s eager ass and pussy as well.

Meanwhile, on the floor at the side of the bed, Weiss and Ruby had flung their arms around each other for support sloppily exchanging a French kiss as they totally forgot themselves in the course of the pounding that they were receiving. The third newborn Grimm to issue from their blonde partner’s womb skittered over, coming under Weiss’s nightgown from behind, and the Heiress let out a squeal as she felt half a dozen small tentacles slither up her ass. Ruby, for her part, had utterly forgotten to be horrified; it hurt, but it also felt _so good –_ especially after the third and fourth appendages had slipped out of her pussy and migrated upward to suckle on one of each partner’s stiffened nipples, and tearing Weiss’s nightgown open to first expose the heiress’ jiggling breasts.

Ruby felt a spray hit her face as Blake was the first to cum. Her fluids gushed around the tentacle protruding from her pussy even as it kept right on plunging in and out of her, eliciting moan after sensual moan. Ruby was next, toppling backwards and dragging Weiss down on top of her as her back arched, her fluids gushing all over the floor in a torrent which just kept dribbling as the Heiress hunched over her predatorily and sucked on the younger girl’s unclaimed nipple. Ruby then let out a startled squeak as, when it was Weiss’s turn to cum, the Heiress accidentally bit down on Ruby’s nipple as her muscles tensed and her juices gushed across the floor. Finally, Yang came, despite her bedraggled state, spewing not only vaginal fluids, but also milk from both nipples as the Grimmling scurried away and Blake squeezed both her partner’s glorious breasts tightly, guiding both streams into her face. Then, as quickly as they’d come, the tentacles withdrew from the members of Team RWBY, leaving them in exhausted heaps on top of each other.

“G-girls…” Ruby tentatively spoke when she recovered some of her wits after nearly ten minutes of lying there, “I-I think we should… maybe… tell someone…”

“Tell w-what? T-that we all got tentacle-raped and enjoyed it _so much_ that we decided to have a tentacle _orgy?_ ” Weiss remarked.

“D-do we _have_ to tell someone…?” Blake asked, nuzzling on Yang’s breast, the latter having once more slipped into blissful unconsciousness, “Because I’ve got another _week_ of my heat cycle and I _really_ wouldn’t mind…. You know… It’s not like we’re hurt or anything…”

“S-so…” Weiss breathed, “Our little secret…?”

“Y-yeah…”


	6. Pyrrha: Steamy

Pyrrha bent down to take off her stockings. Her greaves and other articles of armor were already stowed in her locker, as was her combat skirt. She had just finished her early morning workout, and now she just wanted to strip down and wash away the sweat and tension with a nice warm shower. As she undid her corset, the fabric of her top fell free, falling just below the waistband of her panties. Letting out a comfortable sigh, she reached down to pull off the top; she never really wore a bra – her armor provided more than enough support as it was – and the last thing she took off was her copper-red panties before she closed her locker and headed for the showers.

One of the definite advantages of getting up to do her workout this early was that there was usually no one else around, and she could take her time in the showers without fear for her modesty. Paradoxical as it was, given all the magazine’s she’d posed for in various… revealing outfits as the four-time Mistral Champion, Pyrrha was rather shy about her body; swimsuits were one thing, but letting people actually see her _naked_ was a whole different matter. Well… except for maybe _one_ person…

“ _Jaune…_ ” She whispered softly as the steaming hot spray of the shower cascaded over her body. Her breathing grew heavy and she leaned up against the wall of the shower room, bracing herself with a hand as she imagined her team leader’s fingers gently caressing her skin. If only the boy would just _ask,_ he could have her, but he was just _so dense…_ Still, it was a nice fantasy… So nice in fact, that as the star of Sanctum closed her eyes and imagined Jaune holding her close, she failed to notice the slithering extrusions from the drains in the floor and the unused showerheads to her left and right.

The first tentacle slowly wormed its way along the wet tiles of the floor as Pyrrha’s oblivious fantasy escalated and she let out a blissful sigh, before curving upward into the dribble of hot water trickling down from her shaven pussy. When it rose up to probe its next victim though, the Mistral Champion’s reflexes kicked in clamping her thighs tightly shut and dropping her to her knees, eyes suddenly wide in startled bewilderment. The tendril had gotten perhaps an inch inside of her, but once she had closed her legs, Pyrrha’s exceptional leg strength made it difficult for the slick member to progress further toward its goal, leaving it instead to greedily rub the trembling redhead’s hymen.

Pyrrha’s fingers grasped at nothing as her hands slid down the wet tile walls and to the floor as inexplicable pleasure rippled through her. Her breathing grew ragged and her breast jiggled as her torso shook in response to the stimulation, but still she held her legs squeezed shut, denying the invader deeper access, or at least _trying,_ as the tentacle’s own slick coating combined with Pyrrha’s own wet skin allowed it to wriggle deeper, millimeter by millimeter. The creature was not satisfied with its slow progress though, and so, from one of the other drains on the floor, another tentacle emerged, and descending upon the unsuspecting young Huntress from behind with greater haste than the first, thrust itself into her virgin ass. Pyrrha yelp as her toned and shapely ass was penetrated, and she lost concentration on her legs, relaxing the grip and allowing the member that had already been teasing her insides to surge deeper into her Pyrrha’s back arched backwards as a small splatter of blood issued from her pussy as the writhing tentacle claimed her virginity. She stopped herself from falling backwards by putting her arms back behind her, but that was about all the presence of mind left to her as the tendrils in her ass and pussy began pumping in and out of her in an alternating rhythm.

“Oh! _Oh! Aaah!_ ” she moaned. Her face flushed and her nipples were hard; however much the thought might have initially revolted her, her _body_ was enjoying this… “J-Jaune…” That was it – her way out of feeling ashamed that she could no longer give Jaune her virginity; she could just close her eyes and imagine that _Jaune_ was making love to her instead…. She’d done it before after all…

The star of Sanctum’s hips bucked at the thought that it was _Jaune_ inside her, having plunged his erect length into her and working his hips to make sure that she received the fullest possible pleasure. True, Jaune couldn’t pleasure her vagina _and_ ass at once, but that was a minor detail as a new tendril arched over her chest and suckered onto her right nipple, and she imagined that it was Jaune’s lips instead. Then, Jaune’s Grimm stand-in bound her wrists together with another tentacle, then her forearms, causing her to fall backward onto her back, even as the two which had been pounding her slithered free and two others wrapped about her calves, prying her long, _full_ legs wide open.

Breathing heavily, the spear-fighter attempted to catch her breath. Pyrrha’s pussy was _quivering_ in anticipation, dripping wet in a combination of her arousal and the ceaseless torrent of the showerhead, and as she lay there on her back, her arms pinned beneath her and the tentacle at her breast even with drew, she gazed up upon the scene in which she found herself. The tendrils which held her legs widely parted had emerged from the showerheads to her left and right. The one that had restrained her arms originated from the drain in the center of the shower room, and from the various other scattered about the floor, numerous other glistening appendages had emerged, yet they just seemed to hover over her, almost _mocking her_ and waiting for her to come down from her first bout of involuntary arousal and her fantasy to evaporate. The redhead twitched and fidgeted in discomfort and impatience, but couldn’t move; her womanhood tingled in anticipation of more, but she was powerless to relieve herself, and so, squeezing her eyes shut with a deep breath, she uttered a single word of plea: “ _More…_ ”

Then, and only _then,_ did the creature act again, lifting her lower body by the legs until her quivering wetness faced the ceiling, leaving only her arms, head, and upper back in contact with the floor as the shower pelted down onto her sensitive folds. It was only then that another tendril emerged, this time from the drain directly beneath her own showerhead, reaching high up above her until her deep green eyes caught sight of it through the steamy shower and it came into view between her twitching legs. And then another, and a third… As though they were bolts of hard, sexual _lightning, all three_ tentacles suddenly bent down and _slammed_ into Pyrrha’s unprepared pussy all at once, utterly _filling her_ instantly. Her whole body was jolted by the instantaneous triple-penetration and she threw her head back, letting out a scream of unbridled ecstasy and agony as the three members jockeyed for dominance over one another with her tight pussy as the battleground. She felt herself squirt as her body spasmed, setting her unbound breasts bouncing all about with each successive and ever deeper thrust.

While her upturned lower body jerked and swayed in response to the three members impaling her vagina, two more tentacles slithered over from nearby drains and reached up her chest to the sides of her breast – not to coil around, but to squeeze them together – and something stopped the flow of her showerhead… there was a brief sound of protesting metal, and then the entire shower fixture burst from the wall, clattering loudly to the floor, and even as she came a second time, her eyes somewhat glazed from her orgasm-induced daze, her eyes widened in shock at the sheer _girth_ of the tentacle that had emerged from where the showerhead had been. It was _huge –_ easily as thick in itself as all three of the tendrils which _still_ plowed in and out of her vagina, causing the former bashful virgin to cum again and again and _again._ It first made contact with her thigh, but kept moving down her stomach to her chest, and then Pyrrha realized why her breasts were being squeezed together. The redhead shivered as the bulbous head of the member initially prodded against the generous swell of the underside of her breasts, and she gasped as, more insistently now, it pressed itself into her soft cleavage from below. She couldn’t but look down in astonishment as the bulging gray-black head of the member, easily the size of a _grapefruit –_ emerged from between her supple tits, a tight orifice in evidence at its tip as it bumped her chin. Slowly at first, it pulled back, sending fresh waves of stimulation through her breasts, and then lurched forward again, and the three tentacles in her pussy continued their penetration all the while. Her breasts wobbled forward and back as this latest fleshy _piston_ intensified and she moaned loudly, cumming a _fourth time._ By now, the huge tentacle was thrusting hard, and her body shook more in time with _it_ than the three competing invaders in her womanhood. A knot of dread formed in the pit of her stomach as the tiles around where the thick member had emerged from the wall cracked, a thick bulge beginning to travel down its length toward her, but that couldn’t thwart the pressure and the _pleasure_ as her body prepared to orgasm a fifth time. The pressure rose within her even as the bulge met and forced it’s way between her breasts, and an instant later Pyrrha’s head and shoulders were covered in a spurting flood of white sludge, and all her limbs were released, all tentacles withdrew, and her lower body finally flopped back down to the floor, her own cum spraying the wall several feet away. Last to pull away and disappear was the huge tendril, releasing a thick trail of white ooze over the whole length of her body as it pulled away, and leaving Pyrrha naked, twitching, and breathless on the floor.


	7. Nora: Wake-Up Call

Nora snored softly in her bed, head nestled comfortably on her pillow. It was a Saturday, and the other members of Team JNPR had all left the dorm already and started their respective routines, leaving the red-headed hammer-wielder to oversleep at her leisure. Her bedding was a mess, her comforter and sheets all bunched up at the foot of it, but that didn’t bother her. She was content to lie there, spread-eagle in a little pink nightgown that she _probably_ should have stopped wearing around the age of _fourteen –_ but it was stretchy, so _who cared?_

Certainly not the uninvited guests to the JNPR dorm…

Unbeknownst to the slumbering huntress, two of the small tentacle-Grim were clambering up onto her bed by the sheets hanging over the side. One moved towards the head of the bed, while the other skittered between her legs, causing her to giggle faintly in her sleep when its first slimy limbs brushed up against her pink and white striped panties. She shifted a bit, but did not wake as it climbed onto her clit, even as its brother pulled itself over her arm and toward her face, where her mouth hung open. Momentarily flummoxed, the creature resting above her snatch then worked several of its tendrils under the waistband of her panties and heaved itself under, into the undergarment.

“ _Ooh… Ren~_ ” The still-sleeping Huntress giggled again, turning her head in the other direction as her thighs reflexively tensed, forcing the other little creature to crawl over her pillow and around to her face again. When the first creature was satisfied with its position between her legs, it reached out a few of its tentacles to secure itself at her hips, and then a few more in the other direction to anchor itself by burrowing into her ass.

It was only _then_ that Nora woke up with a start, just in time for the second creature to sucker onto her face, preventing her from screaming. Both creatures then began to extrude their thicker, main tentacle into her mouth and pussy. Still immature, they weren’t quite ready to breed, but instinct was instinct, and they began siphoning off Aura as they entered her from top and bottom.

Nora’s hips bucked and her hands grasped the sheets and mattress, her back arching slightly as the penetrating members reached six or seven inches inside her vagina and all the way down her throat. Her knees shook violently in time with the thrusting in and out of her pussy, threatening to squeeze shut with each penetration and starting to fall slack as the small tentacle pulled out, only to have the cycle repeat itself _over and over…_ All Nora could do was get out choked grunts as the rhythmic pounding intensified, getting faster and faster as the pressure built inside her body. The tendril in her mouth tasted salty, and the one between her legs wriggled and writhed as it continuously _fucked her,_ but with each passing stroke it got to feeling better and _better,_ and she stopped even _thinking_ about struggle or protest.

The Valkyrie let out a muffled moan as her back arched again and she climaxed, her juices spurting past the Grimmling that remained firmly latched to her pussy. It didn’t stop when she fell back down onto the bed though – if anything, her experience was about to get even more intense as her eyes widened at the sight of the adult creature’s tendrils slithering through the air vents up above, and something _large_ knocked the grate covering the vent _below_ her bed clean out of its housing.

One by one, the larger creature’s appendages collected her limbs at the wrists and ankles, and then another slid down through the neck of her undersized nightgown, between her breasts, and all the way down to her panties. Once it had wrapped around the undergarment there was an instant’s paus before, with a mighty _ripping noise,_ the beast tore all of her sparse clothing off in one violent motion, laying her smooth skin bare. Next, her hands and feet were lifted off of the bed and brought together at a single point above her, where they were all bound together by several more tentacles. Through all of this, the smaller creatures continued to pump away, feeding on her Aura and – while only slightly – _growing_ as they absorbed it. Nora was not particularly aware of that detail though – she was much more concerned with the softball sized fleshy feeling nuzzling her buttocks.

She tried to avoid what she knew was inevitably coming next, but bound hand and foot as she was by the tendrils hanging up above, all her struggling seemed to do was spread herself _wider_ as this unseen _python_ pushed up against her more insistently. Her asshole was too small for it initially, and in order to first gain entrance the head began to shift its shape; less bulbous and more conical – one big fleshy nozzle tapering to a point _just right_ for plunging inside stubborn orifices…

Nora’s scream as it slowly forced its way into her ass was muted by the member which continued its labors in her mouth and throat, and slowly, _so excruciatingly slowly,_ the whole head pushed its way inside her, and by then she was spread _so wide_ that the member’s whole ribbed, columnar girth could slide inside her with impunity. These thrusts came at a slow, but nonetheless forceful pace, and Nora squeaked in foggy-minded discomfort that gradually gave way to pleasure as she cummed again, her fluids dribbling down from her plugged vagina and onto the plunging gray girth protruding from her ass. Nora couldn’t see as the first bulge made its way up the serpentine mass plowing her within an inch of unconsciousness, but she certainly _felt it_ when the flood of hot ooze coursed through her insides, and the second, third and _fourth time…_ Her stomach bulged a little more visibly with each load blown into her, as though the creature was punishing her for having such a tight ass, and by the _sixth time,_ she looked like she was about ready to give birth. It was then that she was suddenly released, the little Grimms crawling away satisfied and the _massive_ anal penetration yanked free of her involuntarily clenching muscles. Her lips finally free, Nora cried out as her third and final orgasm was completely over shadowed by the _geyser_ of cum that exploded from her as her stomach slowly returned to its natural size. As the creatures all vanished back into the vents, Nora was left gasping for breath, her backside on _fire,_ but…

“S-so… good…” 

 

**Notes for the Chapter:**

> Hello there; I do hope that you're enjoying the story thus far. For now, I'll be posting more or less one additional chapter per day, but if you don't want to wait, I have twenty chapters and counting posted on my FanFiction accout 'The Citrus Principle' under the same title as I've posted it here.


	8. Cinder: Humility

_Fools… All of them… fools._

Cinder Fall sashayed through the halls of Beacon Academy, past naïve students and the old dupes that passed for professors in her Haven Academy ‘uniform.’ In all actuality it was simply a transmutation of her Dust-infused dress, not that anybody could tell. As long as she avoided Goodwitch just to be safe, no one would ever know the difference, and she would be unrecognized. That was not to say that she went unnoticed though; she saw the way almost every head turned to stare – students, professors, male and female, it hardly mattered – it all brought a self-satisfied smirk to her face. Especially the fact that none of them knew that she was scheming to be all of their undoing.

As she returned by herself to the dorm that she and her cohorts had been assigned, she stretched out her arms and rolled her neck, releasing a flush of Aura to transform her dress back to its original vibrant red; little did the scheming vixen know that this most trivial of actions would result in she herself being brought to her knees…

It started as her arrogant swagger was interrupted when a single tendril shot out from the nearest vent in the floor, probing for the source of the Aura that the pyromancer had discharged, catching her ankle as she took a step toward the middle of the room, and the startled vixen toppled forward onto her knees and out of her glass slippers. The pyromancer’s skirt flapped upward as she fell, flashing her deep crimson panties. The vixen’s eyes flashed with anger as she caught herself and rolled about to face where she had come from and see what it was that had so insolently tripped her. Cinder Fall’s eyes widened at what she saw.

That briefest, merest touch of the one extruding dark tendril had been all that It had taken to rouse the beasts complete and undivided attention, as evidenced by the writhing web of tentacles that had emerged from all the dorm’s vents, curving towards her predatorily. The vixen clenched her teeth in angry defiance at the representatives of the creature that had _dared_ to challenge _her,_ “ _Disgusting beast…”_

As she tried to get up and use dust to summon her fiery wrath to smite the presumptuous creature though, a tentacle that she hadn’t seen shot forward from behind and took hold of her ankle and yanked backward, causing her to fall flat on her face. The pyromancer’s flames went out, and by the time that she recovered her wits, each one of her wrists and ankles were bound separately, and she was being held up spread eagle.

The villainess scowled, though the beast’s main body was nowhere in evidence, “I suppose you think this is all _terribly fu-UGH-ECK!!!_ ”

Cinder Fall’s unimpressed retort had been interrupted by the tentacles that had slithered between her legs from behind, first pressuring her asshole through her panties, then, pressing firmly to her contours, slithered forward to tease her folds through the fabric, pressing to her so tightly that the blushing pyromancer’s flaps parted around the member which as yet hadn’t penetrated her, as though her body was trying to seduce the tentacle independently of her mind. It might at this juncture be of interest to consider the fact that scheming against the kingdoms of Remnant was a very time-consuming undertaking, and one not particularly conducive to social or romantic rendezvouses, thus, Cinder Fall, the sensual temptress and mastermind of the plot against Vale, had hitherto remained… _a virgin –_ although her present foe would soon relieve her of that particular classification. 

“ _S-stop touching me you s-scum!!!_ ” She demanded, the threatening quality to her voice somewhat undercut by the way her words came between shallow gasps, “ _I will-_ ,”

As if in a deliberate move to challenge her – a physical embodiment of the words _‘you’ll what?’ –_  the tentacles suddenly bent her over and pulling her legs forward at once, binding her wrists to her bare knees, and hoisted aloft, Cinder was carried backward to the back of the room until she winced as she felt her ass and pussy pressed up against the glass of the dorm’s window through her fine silk panties. The dorm window overlooked the campus’ main courtyard, which was almost always abuzz with passersby, and her dorm was only on the second floor…

“W-what are you doing!? Release me _now!!_ ” She demanded, a note of panic rising in her usually smooth and authoritative voice.

Instead, the creature began rubbing her most sensitive places against the glass, as if daring anyone below to look. As it continued puttin her on humiliating display, more tentacles reached up to her and forced her already low neckline down, exposing her ample breasts, which hung down from her suspended chest and swayed pendulously as the creature continued to work her pussy against the glass. Her bare mammaries slapped together loudly when her body jerked as a tentacle dove down her throat, instantly filling her mouth with its salty, pulsating girth, and she _gagged_ as it kept right on going, yet her lips sealed around the member, involuntarily _sucking it_ as it worked in and out of her mouth.

Eventually her rump was removed from the window and her limbs – while still tightly bound, were separated from each other as the creature spread her legs wide and pulled her lower body forward, perhaps so that she could _watch_ past the unwilling tentacle blow-job she was being forced to administer as the thing despoiled her _– her, Cinder Fall’s –_ virginal pussy. Well she wasn’t about to give it that satisfaction, so she concentrated as best she could with the tentacle in her mouth, focusing all the aura she could to shield her maidenhood as the fabric of her panties was pulled aside, and for the first thrust, it _worked._ The first tentacle that surged forward with designs on the vixen’s virtue was rebuffed as though a magnet repelled by a similar pole, but all that momentum had to go _somewhere,_ so it kept on going down between her legs until it sank into her ass, causing her whole body to jerk and her breasts to jiggle. The second attempt also failed, and this time the tentacle slid upward to strike her clit, causing similar writhing in the once-arrogant pyromancer. This time though, it learned; before a third attempt was made, it began to _pound_ her ass like a jackhammer and rubbed her clit as though in an effort to set her bush alight, and by the time the third tentacle tore upward like a rocket to claim her, Cinder’s will was overcome and her Aura flared up before all resistance bled from her limbs. As a consequence of this, and the Dust-laden nature of her every article of clothing though, _all of her clothes_ ignited, and in mere seconds were reduced to ashes. Most of the creature’s tendrils holding her instinctively recoiled from the fiery discharge, except for the one which had caused it, which struck Cinder not only with its own force, but with that of gravity as well as Cinder was released by all supports holding her aloft, save the tentacle in her pussy, at the precise moment that her hymen was broken.

“ _Ahhhaaahhh!! F-FUCK!!!_ ” She screamed as she was bounced and held aloft for several moments _solely_ by the plundering member in her vagina, her juices spraying everywhere as the tentacle abruptly pulled out after bouncing her for the fourth time, leaving her to drop to the floor in a naked heap.

Trembling as she tried to get to her feet, Cinder used the windowsill to steady herself. Unfortunately – or fortunately, she wasn’t quite sure how she felt about it by this point – she couldn’t stand all the way up, and her posture bore a considerable likeness to a presenting cat, a fact of which the tentacles hastened to take advantage. Instantly both holes were filled with four tentacles each, and the black-haired witch had her face and chest slammed against the glass pane of the window. Her breasts were pressed flat against the glass, and through a haze of pleasure she could see out of the corner of her eye that several students outside were staring up at her with mixed expressions of astonishment and desire – or at least, that was what she thought they _should_ be feeling – that each girl below should wish that she were in _her_ position, and that every boy would be fuming with jealousy at whoever the lucky bastard fucking the gorgeous Mistralian girl senseless was… _Well… jokes on you all~_

As the thrusting continued to intensify though, occasionally so much so that her feet would be lifted from the floor, Cinder dimly began to fear that the glass would break and cut her, so without interrupting a _single_ pleasurable stroke, she languidly opened the window, and her upper body was instantly thrust outside as she hung on by the windowsill. Her lusty moans then became audible to everyone outside, and anyone who hadn’t been watching the spectacle of her getting fucked like a _dog_ certainly was now as her breasts slapped together and against her chest repeatedly in sync with the strokes. Then her hold on the windowsill gave out and she nearly fell from the window, but the tentacles caught her, swiftly winding about her legs, leaving her upper torso to dangle upside down while it finished _fucking her._ All those people watching… She was stark naked and moaning in unremittent sexual ecstasy whilst hanging out of a window in front of an audience of _dozens._ The dorm was dark and the drapes were partially drawn, so no one had any way of knowing that it wasn’t Mercury, or that monkey boy she’d seen walking around, or even that fat lout _Port_ who was doing this to her. All the information they had was that the beautiful Cinder Fall from Haven Academy was hanging halfway out of a window while some unseen third party _railed her_ from inside the room. It was _humiliating,_ yet as she experienced her second orgasm, she decided that she’d submit herself to the exact same public humiliation _every day of the week_ if it could make her feel _this good…_

As her cum trickled down her stomach and streamed over her chin, the tentacles hauled her back inside and dropped her onto the floor again, her back to the wall just below the window. Her legs were once again spread more than ninety degrees apart, and as her vision once more cleared of blurriness, she saw something moving towards her. It was neither another tentacle, nor the source of the tentacles that had so thoroughly robbed her of her dignity. It had tentacles of its own to be sure, but all told, its bulbous main body was roughly the size of a cantaloupe… a black, slimy cantaloupe headed _straight for her pussy…_

Cinder thought to fight this final violation, and even gave a token effort to sway her hips in a pathetic attempt to avoid it, but it reached its goal nonetheless, and Cinder was set moaning afresh as it insistently rubbed and pushed itself against her folds.

“N-no…” She whimpered, all commanding presence forgotten as the first few of the smaller creatures tentacles entered her and pulled her lips apart, “No… Please... it’s too big… It… it hurts! It _hurts!_ Fuck, _fuck… fuck Fuck FUCK **FFFFUUUUCK!!!**_ ”

Cinder’s labial flaps were slow to close behind this final invader as it burrowed into her pussy and wriggled its way up to her womb, leaving her to slump onto the floor. She could feel it moving around inside her, occasionally causing visible ripples and undulations on her otherwise smooth stomach, and as she looked up to the larger tentacles still present in the room, she utterly _forgot_ all of her plans, as with one final moan before unconsciousness she uttered the words, “I am _yours…_ ”


	9. Emerald: Yes Mistress

Emerald returned to her dorm with a heavy sigh. The whole ‘infiltrate Beacon and act perfectly normal’ thing was starting to get old fast. Mercury’s cheap come-ons were bad enough – she didn’t need a whole school full of desperate losers trying to ‘sweep her off her feet’ as well – and besides, the only person she really wanted would never bother to notice her…

That was, until Cinder took her by the shoulders, pushed her up against the wall, and forced her into a French kiss.

Cinder’s tongue inside her mouth felt warm, and while initially startled, Emerald wasted no time relaxing into the kiss – it was her dream come true after all. Eagerly Emerald submitted to Cinder’s touch as the pyromancer’s hands moved to her chest, the older woman’s fingers slipping between Emeralds rather revealing top and her breasts. When the top was removed and cast aside, one of Cinder’s hands slid down between Emerald’s legs, unbuttoning her pants before moving in and tantalizingly brushing her core.

“Oh, Emerald… you _naughty girl…_ ” She intoned in a sensual whisper to the green-haired girl’s ear, “You’re already so _wet…_ ”

As Emerald’s pants fell, revealing her lacy green panties, indeed practically _drenched_ already, Emerald gasped, “P-please… whatever you want…”

“ _Anything_ I want?” Cinder pressed, drawing teasing little circles around her submissive underling’s entrance.

“Y-yes! Anything!”

With savage intensity, Cinder grabbed Emerald by the wrist and threw her to the floor, catching the seat of her panties as the younger girl fell and tearing them off. Emerald had only just caught the air driven from her lungs as she felt Cinder’s legs interlock with hers and their pussies pressed together. Emerald moaned in bliss the first time Cinder’s hips bucked, rubbing against her, and she lowered her head to rest on the floor while her mistress pleasured her blind. The scissoring swiftly intensified and Emerald’s breathing grew ragged as the pleasure intensified, a weight building in the pit of her stomach.

“I-I’m close!”

And then all of the sudden, Cinder’s bucking hips stopped, and the Pyromancer leaned forward, the generous curve of her chest pressing into Emerald’s back, “Don’t. You. _Dare._ ” Each word was punctuated by a single, markedly more intense jerk of her hips, which pushed Emerald _so very close…_

“W-what?”

“You are a _pet,_ ” Cinder sensually drawled, stroking Emerald from hip to breast with disingenuous tenderness, “And _pets_ do what their mistresses _tell them to._ So do. Not. _Cum._ ”

This time, Cinder had emphasized her words by pumping first one, then two, and then _three_ fingers inside her pet, who failed to obey her mistress as a direct result.

“G- _gah!!!_ ”

Cinder shook her head disappointedly, grabbing Emerald by the chin and pulling her to her knees be for walking in front of her, “Pets that don’t do what their masters tell them to get _punished…_ ” Emerald’s eyes widened in mixed anxiety and anticipation as Cinder, drunk with lust and power over her, took her by the hair and forced Emerald’s face into her vagina, “ _Apologize._ ”

Eger to earn her mistresses’ forgiveness, Emerald inserted her tongue past Cinder’s damp folds, but her enthusiastic ministrations were brought to a grinding halt when, from _inside_ Cinder, something slithered past her lips and shot down Emerald’s throat. She choked at suddenly having this… _thing_ wriggling around in her throat. She could barely breathe and as Cinder held her in place by the roots of her hair, Emerald thought that she would pass out until she was _finally_ released and free to gasp for air. When she looked back, Cinder had a pleasured look on her face, and looking down in horror, Emerald saw why: slowly extruding from Cinder’s pussy was a thick black tendril, its pulsating length writhing and reaching out for _her_ as it continued to extend.

Dumbstruck, Emerald couldn’t react as Cinder pushed her onto her back and straddled her chest. The thick black member went rigid as Cinder took a fistful of both of emerald’s breasts, squeezing and kneading the soft flesh as she began rocking her hips forward and back, plunging the long, erect member between the submissive girl’s tits. The head plunged in and out of Emeralds mouth, and she obligingly began to suck as Cinder began rolling her nipples between her fingers. Emerald was dimly aware of the feeling of other slippery extrusions emerging from Cinder’s pussy and writhing down over her stomach, which then worked their way down and around her thighs and spread her legs – not that she had been particularly reticent thus far. As the tit-fucking continued though, Emerald gave a muffled moan with the member currently occupying her mouth as her pussy was _penetrated_ by one, two, three, four, _five_ separate tendrils, none of which were as big as the one that she was being tit-fucked with, but all that wriggling instantly made her cum again, her muscles spasming, though with Cinder on top of her, she couldn’t arch her back and as she came, Cinder accelerated her thrusting until she shook, her own breasts jiggling violently for a wide-eyed Emerald to see as at once both she _and_ the Grimm parasite living inside her climaxed, her juices spraying all over emerald’s stomach and its thick white cum filling Emerald’s mouth and overflowing from her lips.

Breathing heavily, Cinder leaned down, brushing a stray lock of disheveled hair from Emerald’s overwhelmed face, “ _Good girl…_ Now, I just want you to do _one more thing_ for me…” Emerald’s eyes refocused to lock with her mistress’s as all the tentacles pulled back into Cinder’s pussy, “ _Swallow._ ”


	10. Velvet: Path of Least Resistance

Velvet Scarletina hid in the girl’s bathroom, waiting for the members of team CRDL to give up looking for her. Non-confrontational as she was, she preferred to sit in a bathroom stall than to confront her peers – juniors at that – to insist that they treat her with respect. They would yank her ears and she would protest, they would try to pull down her skirt to see if she had a rabbit tail as well, and she would run away, but no matter what, she never raised her voice or hit back. Coco kept telling her that she should stand up for herself more, but Velvet could never quite convince herself to do it, which at the present was probably for the best… not struggling would make what she was about to go through easier…

She’d opted to sit on one of the toilets rather than stand as she waited, which would prove to be her first mistake, as the first inches of a glistening black tendril emerged from the pipes and into the toilet bowl beneath her. Velvet gasped and her long rabbit ears stood on end as her panties were suddenly displaced by something wet, and before she could look down, her body jerked as the offending tentacle shot upward and inside of her.

“A-ahh- _ohh!!!_ ” She moaned, her eyes wide as she abruptly stood up and the tendril slipped out of her with a slurping noise when she stepped out of its momentarily limited reach. When she turned to see what had just violated her she paled in horror and clumsily stepped back, out of the stall, only to be eagerly embraced by its brothers, emerging from the sinks and other stalls. Terrified, Velvet fainted, her knees giving out beneath her as she fell to the floor, dimly hoping that it was all a nightmare of some kind. Unfortunately for the shy Rabbit Faunus, it was very, _very real…_

The tentacle from the stall in which she’d sat was first to reach her, immediately re-entering her and beginning to pump in and out of her unconscious body. Velvet’s wilted form twitched involuntarily in response to the penetration, her ears brushing the tiled floor, but she did not wake as the second tendril to reach her slithered down her collar and ripped open her shirt, exposing her chaste white bra.  Next to go was her skirt, torn from her waist by another tentacle with designs on her womanhood. Velvet was then rolled onto her stomach as another appendage wrapped about both of her legs at the hip separately and lifted her lower body off of the floor, even as still more tentacles where pulling her legs apart until the unconscious girl was nearly doing a split, though her feet, still stocking-clad, remained on the floor while her ass and pussy were hoisted above the rest of her.

Velvet’s eyes fluttered open again to the feeling of a steadily rising pressure inside her as her body shook in time with the pulsing thrusts into her pussy. Her tongue lolled out of her mouth and her ears drooped, her cheek was pressed to the cold tiles of the floor and she shivered, though not because of the floor – no, what made her shiver was the wet, slimy feeling slithering down her back and wriggling its way between her shoulder blades until it _yank_ the clasp of her bra apart, leaving the strapless article to fall limp, though the bunnygirl’s breast were still pressed into the cups by the position she was in.

Then the shame hit her like a tidal wave – even as she whimpered and moaned in answer to the pleasure, all she could imagine was what people would say if they saw her like this, prostrate fucked like an animal, “S-stop…” She whispered weakly, “N-no more…”

Yet the plowing continued. The tentacles lifted her higher, until she was hanging upside down and swaying as the penetrations shook her body, her ears sweeping the floor with deceptive gentleness as she whimpered and gasped. Her arms were still free so she tried feebly to reach up and pull the tentacles out of her pussy, but all that resulted when her fingers closed around the slimy members was that another tendril presented itself to bind her wrists together and her hands slid down the writhing lengths of Grimm flesh to rest on her increasingly sore folds, as though describing a target for the invading tendrils, one which several other tentacles did not fail to exploit.

Velvets eyes squeezed shut and she let out her first real scream as her tightness was stretched; the first two members had already left her feeling _filled,_ but now… She threw back her head and her back arched as she screamed again, her eyes boggling and her cheek twitching, almost as though threatening to _smile_ as her juices spurted all the way up to the _ceiling_ and showered back down onto her.

As she came down from her climax, velvet’s hanging body rotated, and she could see herself in the mirror above the sinks. Her mouth hung agape and her hair cascaded to the floor, covering her ears. With each now progressively accelerating thrust inside her, her breasts shook and jiggled. But even so she could clearly see that her nipples were hard. Her whole body writhed and she moaned in unwilling ecstasy as her bound wrists rubbed up against her clit in addition to the ever-hastening penetrations until she came again, and her body fell imp and her arms were released to hang toward the floor. She didn’t have the strength to even attempt to fight it anymore, and as the thrusting slowed to a steady thumping akin to a heartbeat, Velvet drifted back off into unconsciousness… It seemed like the easiest way out after all… 


	11. Coco: The Monster in Your Closet

Coco sighed, rolling her eyes. What to wear? Everything she owned was perfect of course, but as she stood at the mouth of her closet wrapped in a towel, staring at her various outfits, she found it difficult to decide. Her skin was still damp from her shower and her hair clung to her neck. Despite her state of undress, Coco had put on her sunglasses – they went with everything anyway, so why wait? Didn’t really help her at the moment though… She couldn’t even decide on what panties to where until she knew what she was going to where. Should she wear black? Red? Chestnut? She just couldn’t settle on one this morning for some reason…

Coco sighed in frustration, “ _Fuck me…_ ” Little did she know, the monster in her closet was all too happy to oblige…

Team CVFY’s closet was of considerable size – walk-in as a matter of fact – a consideration which Coco had relished similarly to the manner in which Weiss had been decidedly appreciative of the dorms’ extravagant bathrooms, and she had never once considered how much the small, carpeted room would isolate her in the event that the door should unaccountably shut behind her and the light go out. Startled, though hardly afraid of the sudden darkness, Coco turned and reached for the doorknob but her brow furrowed in puzzlement when her hand closed about a thick, slimy coil rather than the door handle.

“What the-,”

All at once, the tentacle released the doorknob and wrapped itself tightly around Coco’s forearm. Grimacing in revulsion at the feeling, Coco tried to pull her arm free, but the grip only tightened, and as she jerked her body back and forth, her towel shook loose and fell to the floor, leaving her to struggle naked. The gunner’s whole body was a sumptuous study in smooth, silky curves, her perfect skin was supple, but tight enough to really show off the fit and toned condition of her body, such as her luscious ass and muscles in her thighs which tensed on either side of her smoothly shaven pussy as she tried and failed to pull away, more tentacles slithering towards her along the soft carpet all the while.

With her free hand, Coco reached for the light switch in hopes of seeing just what the hell was going on, but it wasn’t to be – the tendril which bound her right arm yanked her back, pulling her off balance and causing her to fall to the floor. Landing on her backside, Coco gasped; she’d landed _on top_ of another tendril, presently writhing between her legs, and she winced as it stroked her lower lips suggestively. Even as her right arm was pinned behind her back by the first tentacle and the second reared bac to plunge into her exposed core, Coco reached first for her towel with her free hand, and then, wrapping her hand with it, used it to grab the tentacle between her legs and hold it down, the fibers of the towel helping her maintain her grip on the slippery appendage.

“ _Oh_ no you _don’t!_ ”

Even as she pinned _that_ tendril down though, her body jerked. Another tentacle had driven itself into her ass, causing the gunner to gasp and tense, losing her grip with her free hand, allowing the now-freed tendril to dive up into her vagina as well. She cringed and grunted, trying to squeeze her legs together only to have them pried back open again. A tentacle probed up at her mouth, but she clenched her teeth shut, offering that much defiance at least even as a slight moan began to escape her. Thus frustrated, the tendril redirected its focus downwards, swiftly coiling around one of her pert, if not exceptionally large breasts, the head tightly binding her nipple. Coco shivered as she felt the _heat_ build down in her core, the thrusting penetrations never ceasing and her skin getting hot. With her free hand she shakily reached up to pull the tentacle off of her nipple, but instead it wrapped about her hand as well, forcing her to squeeze herself.

As she sat, disgusted as her own hand was forced to unwillingly fondle her breast, Coco heard a clamoring noise – like one of the grates over the vent on the floor behind her had been forced clean off of its housing – and suddenly, the fucking stopped. The pounding in her ass ceased, and the slithering pleasure within her pussy withdrew, leaving her _right on the edge_ , but not making her cum. As even her arms and breast were released, she was somewhat dazedly relieved, but confused – that was of course until two more tentacles shot forward from behind to wrap about her waist and drag her deeper into the sizable closet space.

“Oh-oh- _AHH!_ ” She cried out as the thick carpet rubbing against her entrance took her the rest of the way to her climax and she left a damp stain until she came to a stop, a sudden cold feeling besetting her most sensitive area, “W-what the hell is-,”

The tentacles wrapped about her legs again, spreading her wide as she looked down. She had been brought to rest such that her quivering, _dripping pussy_ was just above the yawning mouth of the ventilation duct. Coco briefly wondered why as she steadied herself and tried to catch her breath, propping herself up with her arms behind her, but she didn’t have to wonder for long. A loud sound of something slithering against metal and warping ductwork preceded it, causing Coco’s heart to hammer and her breathing to grow heavier than it already was. Despite the stimulation, Coco’s blood ran cold as a _huge_ tendril emerged from the shadows below and rubbed over her clit as it slid higher and higher up her stomach, it’s huge, bulbous head sliding between her breasts and nudging her chin.

“N-no…” Coco gaped, eyes wide as even in the dim light allowed past the cracked open door she could see the monstrous girth of it, just in time for it to slither back down into the vent, though she _knew_ in the pit of her stomach what it had in store for her, “No… n-no… this can’t… It _can’t be happening…_ ” The head rubbed past her clit again, sending a fresh set of shivers through her body before it positioned itself directly under her damp folds, “This can’t be happening… N-no… It’s too… It’s too… not to me! No… no… NO!!!!”

Coco _screamed_ as slowly – _so excruciatingly slowly –_ the giant member forced its way inside her. Her folds were stretched to beyond the limits as the softball sized head writhed its way inside. As the inexorable force of the member slowly plowed deeper, Coco stared down and watched in breathless horror. Inch by inch the massive, pulsating tendril reached steadily further and further, and the young huntress trembled as her sore, tightening walls were _forced_ wider to accommodate the invader until it was _all the way in,_ and then the thrusting began _._

It wasn’t so much a thrust into her pussy as it was a giant _piston_ that had simply chosen the shortest route to the pit of her stomach, and the once-proud huntress had to bite her thumb to keep from screaming as the tears welled up. There was pleasure, yes, but that almost made it worse as each screaming pulsation of agony that went through her was followed by _just the faintest_ whisper: _yes… more…_ But she didn’t want more – she wanted it _out_ of her, and as each successive thrust gradually began to intensify, jostling her upward by her sensitive insides and then _dropping her back onto the floor,_ she began to whimper, having no fight lift in her but not submitting herself willingly either.

“P-please…” _make it feel even better…_ “N-no more! Take it out… please…”

But it didn’t stop – _wouldn’t stop –_ until it was finished with her. Tears rolled down Coco’s cheeks as she tried to bend forward – to take clawing fistfuls of carpet and _drag herself_ off of the member, but the shift in her position worked the creature _still deeper_ inside and her efforts to pull free were too weak. The creature had released her legs, after all, it _had_ her now, and thus it was that the Young Huntress’s attempt to escape was most frustrated by the way _her own body_ embraced the violation even as she fought to escape it. She gave up trying and threw her back up against the wall behind her , her sunglasses falling from her face, as the huge pumping tentacle reached a fever-pitch in its rhythm and her walls _clamped down on it,_ holding the member inside as a bulge in the tentacle rose from the bowels of the ductwork, and she cried out in pain and ecstasy as the bulge entered her. A heartbeat later, Coco came for the second time, just in time for the monster’s white ejaculate to ooze out of her pussy simultaneously as the huge member pulled out, its work done.

Coco slumped forward onto the carpet as her body twitched and the beast’s viscous semen continued to dribble out of her and back down the vent from whence it came. She didn’t know how long she just laid there – ten minutes? Fifteen perhaps? – waiting for the _fire_ between her legs to subside, but as pain did eventually subside, it did so _very slowly,_ and she needed relief _now._ Shakily, she got up onto her knees and steadied herself on the floor with her left hand, but with her right, she gingerly traced her fingers up the toned muscle of her inner thigh until she reached her center. Gently, _delicately,_ she began to rub herself, her ring and index fingers caressing her lips and her middle finger teasingly going inside.

_Pain, pain, go away…_

When she reached up to clutch her breast though, it was like an anvil dropped inside her, and she doubled over, “W-what’s… _h-happening…?_ ”

She felt sick in the pit of her stomach and her breasts began to feel sore. She felt bloated, and though nigh-imperceptibly at first, her abdomen had started to swell. Both of her hands fell to the floor for stability as her body trembled and the bulging of her stomach first became noticeable, her breasts also starting to become engorged and the way that they jiggled as her body quaked became more pronounced. Daring to lift one hand from the floor, Coco caressed her rapidly swelling abdomen, at once horrified and fascinated by what was happening to her body. As her midsection gradually continued to grow to full term, the girl reached up, trembling, to cup her breast; what had once been a modest B-cup had become swollen to the point that it would have struggled with a large _C-cup_ bra, and squeezing her quivering breast caused milk to spurt from the nipple like a fountain. Shocked, Coco unhanded herself and her hand flew back to the carpet just in time to catch her as she reflexively doubled forward, feeling her walls part again as her stomach reached the size of a middling beach ball.

“ _Aaaa-AFH!_ ” She screamed, eyes closed and facing the floor as all the muscles in her lower body contracted, and her cervix fully dilated. Her breath came in rapid, shallow gasps as the birthing began. Instinctively, Coco _pushed,_ shouting as the birthing pains wracked her body, but she pushed again, _pushed… pushed… had to get it out-_ , “ _Ugh-GOD!!!”_

With an audible sucking noise, an infant tentacle-Grimm the size of a large grapefruit issued from the gunner’s pussy, tumbling onto the carpet as – for only an instant – Coco relaxed and caught her breath. The reprieve was short-lived though, as her muscles spasmed again, and so intense was the pain that, in her weakened state, she fell onto her side as two wet and glistening Grimmlings fought each other to escape her womb at once, before both finally spilled free of her vagina with a squelching noise. Milk dribbled from the breast that she was partially laying on, but as a bleary-eyed Coco looked down at herself, her abdomen still remained somewhat swollen, _One…. More…_

 

With a huge effort, Coco rolled onto her back and spread her legs, hooking her hands under her knees to keep them spread wide. Taking a deep, heavy breath, Coco pushed, shouting out as the pressure _slowly_ moved along her birth canal. As the last baby Grimm inside her was squeezed out, Coco’s nipples began to spray uncontrollably, the shower of breast-milk tapering off only after the last baby Grimm spilt out of her pussy and her body finally relaxed, flopping back down onto the floor, utterly exhausted.

As she gasped, substantially engorged chest heaving, two words escaped her lips: ‘ _Fuck me…_ ”


	12. Glynda: Pennance

The office of Glynda Goodwitch was filled with a heavy silence. Three of her brightest students had come to her office that afternoon, looking shaken, to say the very least. Miss Nikos looked massively ashamed, Velvet Scarletina had a look of fear about her, and Coco… She had barely managed to walk into the room unassisted, her eyes glassy and her voice shallow and husky. What they said was enough to make her blood run cold. All three of them claimed to have been sexually assaulted by a _Grimm_ loose on the campus – Pyrrha in the gym’s shower rooms, Velvet in the girl’s bathroom clear on the other side of campus, and Coco in her own dorm where – Coco claimed, the creature had impregnated her and she’d been forced to birth its offspring. In the face of _three_ corroborating claims, not to mention Coco’s swollen breasts, which struggled with what had already been a form-fitting top, it was impossible to ignore them.

After sitting in deathly silence for some time, Professor Goodwitch finally spoke, “Alright girls, We will get to the bottom of this,” She promised, “For the moment though, you’re safe here,” Dead wrong. “Have you told anyone else?”

One by one, the three broken students shook their heads, each either too ashamed or afraid that no one would have believed them.

“Alright…” the teacher said with visible sympathy on her face, “I will contact Headmaster Ozpin, and we will figure this out,”

Unbeknownst to the good professor or any of the plaintive girls, the ducts and spaces between the walls all around Goodwitch’s office were infested with the writhing tentacle Grimm. They writhed and slithered all over each other, the first and largest, as well as the two eldest offspring, by now having grown considerably, yet to the unsuspecting occupants of Goodwitch’s office, the only evidence of their presence was that the air conditioning had stopped working. These three creatures, now all mature, had converged upon this particular room seeking to plunder the three younger women once more for their Aura, but it was the professor’s substantially more developed Aura that had their attention now and though the greatest creature was to have principle claim, they would all have her – there was plenty of her to go around…

As Glynda dialed the Headmaster on a video call, the creatures sprang into action. All at once, every vent and ceiling tile erupted, and the roof was invaded by a forest of grasping black tendrils and anarchy reigned. The girls all screamed as one by one they were taken again, too fast for the professor to do anything but _watch._ The first victim was Pyrrha, as one of the smaller octopod Grimm’s insemination tendril _slammed_ into her pussy, lifting her clean out of her chair and pinning her to the door with the aid of several other tentacles as the tennis-ball sized head of the smaller Grimm’s member disappeared into the spear-fighter’s vagina. Velvet was next, as, when she opened her mouth to scream, it was instantly filled by a lesser tentacle, and she fell to her knees as the other relatively juvenile Grimm’s primary member surged up under her skirt, past her panties, and into her pussy. Last to go down was Coco, who froze up mouthing the words _‘Not again…’_  as tentacles wound about both of her ankles and then slithered up her pant legs to violate her as well. By the time that Glynda’s scroll, which lay flat on top of her desk, had finished its first ring as it bid for the Headmaster’s attention, it was Glynda’s turn.

While Glynda gaped at her students’ plight, the professor’s own wrists were bound and pinned to the small of her back. The next tentacle to beset her made no delay in plunging straight into Glynda’s impressive, _desirable_ ass, tearing holes straight through her panties and pantyhose as it did, and striking her so hard that, as she gasped in shock that _she_ could be victimized, she was lifted off of the floor and dropped onto her knees on the desktop, bending over and trying not to look her students in the eyes as one of the tentacles dove down the cleavage window of her blouse and tore it open, putting the usually stern professor’s lacey black bra on display for her private audience. Article by article, the tentacles stripped Glynda bare, even as they preferred this time to fuck the girl’s fully or mostly clothed. First her blouse and  cape was fully removed, and then her boots and pantyhose were _peeled_ from her long, _full_ legs, revealing lacey black panties to match the brassiere under her skirt, which was next to go. As the same tentacle that had torn her blouse open reached up between her cleavage to yank her bra off, dismay struck Glynda.

_I failed them…_ She thought bitterly as her sizable breasts began to jiggle in time with the penetrations in her ass and her panties were finally ripped completely off, _They came to me for protection and now look at them! Look at me…_

As the tendrils slowly began to coil around each of Glynda’s ample, heaving breasts and _squeeze_ in alternating turns, she could only look on while her student’s suffered this debasing fate for a _second time._ True, she was easily powerful enough to stop it – or she would have been, if she weren’t crushed into submission by guilt as she watched Coco _literally_ be _milked_ and the heinous member’s in Pyrrha and Velvet’s pussies rapidly hasten their thrusting until each girl received on last, heavy pump, white ooze dripping from both of them as the tentacles finally pulled out and the two young huntresses slumped to the floor, waiting for their bodies to experience what Coco and, though unknown to them, Yang had gone through. Only Coco was not released, as the plunder of her womanhood continued even as she curled up on the floor, long milked dry, and Coco slipped into unconsciousness.

And suddenly Glynda was the focus of all the tentacles in the room, as well as the once-terrified, yet now pleasure-dazed eyes of Velvet and Pyrrha, _I deserve it…_ She thought despondently as the great _pulsating_ member of the largest tentacle Grimm reared up behind her, _for failing them…_

With that final thought of submission, the mightiest tentacle of them all _plunged_ into Glynda Goodwitch’s womanhood full force, and she screamed. Her voice hitched with every thrust, but she kept right on screaming, drowning out the sound of Ozpin answering the video call and bearing witness to the sight of the _massive_ serpentine column of flesh forcing its way into her widely stretched folds.

“G-Glynda!? What’s happening!?”

But she couldn’t answer – couldn’t speak at all, in fact, as the insemination tendril formerly occupying Pyrrha’s vagina had forced itself into her mouth, and an instant later, her scroll was crushed as the massive tendril coiled itself on the desk directly beneath the pussy that it was despoiling. Finally, as though to complete Glynda’s humiliation and penance, the member which had impregnated Miss Scarletina now took the place of the lesser member between her sumptuous buttocks, While certainly no longer a virgin for much of her life, until now, Glynda had never taken it from behind, let alone something so huge as this, and she was equally inexperienced at oral, choking as the thick, ribbed member filled her entire mouth and gagging as it pushed down her throat. She was in a haze – if asked at that moment what her _name_ was, she wouldn’t have been able to answer – and unthinkingly, she worked her hips into a gyrating motion in time with the alternating thrusts in and out of her. Her pelvis would swing forward just in time for her dripping pussy to be _plowed_ by another thrust as she came, her juices all merely flowing down the great shaft as her hips then bucked backward in time to receive her next anal thrust.

As her swelling stomach began to compromise the clasps of her corset and her breasts engorged such that her tight-fitting top couldn’t contain them and they spilled free, Pyrrha gazed up at her professor. Glynda Goodwitch, Beacon’s single mightiest force of order, was being absolutely _railed_ in every orifice that could accommodate a tentacle, and the Mistral champion could see by the look of Glynda’s face that she had started to _enjoy it._ She had no dignity left, just a curvaceous ass, full lips, and two large, _heaving_ breasts, all of which playing hostess to the violating black tendrils; she was a _thing_ for the tentacles to fuck, and from the look of it, the professor was entirely satisfied with that arrangement.

Glynda let out another suffocated moan as she came a second time, shortly followed to her climax by the tentacle in her mouth, which began pumping its hot payload directly into her throat for her to swallow without a choice in the matter. Next to begin pumping her full was the member in her ass, a little bit seeping back out, but most gushing straight up into her. It seemed to Glynda that she came _again_ with almost every alternate thrust into her pussy by now, but her mind was more than cloudy; She _did_ however know for a _fact_ that her juices sprayed all over the desk the first time a bulge hit the sensitive folds of her pussy. Yet the pumping continued in all of the teacher’s holes; discharge after discharge of Grimm-cum hit her stomach, even as steady streams of the hot white sludge was spewed up her ass continually, and the biggest doses of bestial semen were reserved for the powerful mage’s pussy. Indeed so strong was her Aura, if not her will, that the Grimms continued to fuck her and drain more and more of her Aura, growing stronger and stronger as they did so, When she was finally released, the ocean of oozing white nearly covered the entire floor. Stretching out on the top of her desk, Glynda slowly returned to her senses in time to watch a whimpering Pyrrha and Velvet giving painful birth to a half-dozen Octopod Grimmlings between them, and to then realize that she was in for the same fate as the only tentacles that remained upon her –those squeezing and now _milking_ her breast, producing showers of breast milk from her sizable and engorged bosom as her belly swelled.

As the first waves of birthing pain set in, Glynda grimaced, _This is your penance… for letting this happen to your-_ Goodwitch gasped, and looked down at where one of her breasts hug over the side of the table to see Coco suckling at her nipple, the only one among them still being actively fucked as the tentacles continued to savage her womanhood beneath her drenched trousers, _You can fight tomorrow Glynda… Rest now…_


	13. Weiss: Gently in the Moonlight

Weis woke from a fitful sleep somewhere around midnight. Ever since the _thing_ had entered her life, her sleep had been restless and she’d been on edge – not _afraid_ exactly – but tense. Sitting up in her bed, she saw that all of her teammates were still asleep, which seemed odd in itself to the Heiress… After what had happened just the other night – the way they’d all been _violated –_ Weiss wouldn’t have thought herself to be the only one struggling with it. Granted, being in _heat_ probably went a long way to smooth it over for Blake, but Ruby and Yang – _especially Yang –_ wouldn’t have been so… _okay_ with it, yet so far they’d kept it their little secret, just as agreed, and their dorm had yet to be… revisited…

Letting out a sigh, she took her hairpiece from her nightstand and habitually put her hair up into her usual ponytail before quietly standing up. She had taken to her bed straight after she’d showered earlier that evening, only bothering to step into a silky pair of light azure panties and an equally fine white bathrobe that hung down to about her smooth, finely toned thighs before retiring. Now though, restless as she was she felt something of a wanderlust.

_I need to go for a walk… just to clear my head,_ she told herself, making for the door, but then paused as the cool floorboards registered on the bottom of her feet, _Oh right… shoes…_

She briefly gave thought to stepping into her boots and being on her way, but shook her head. She was feeling too lazy to dress, and her boots would look ridiculous with her bathrobe. Not that she was expecting anyone to be awake to see her, _but still…_ Instead, she turned to the trunk in which she stored her substantial wardrobe over and above what fit in her limited dresser space. Briefly she rooted through the fine fabrics until she found what she was looking for: hidden in the bottom of the chest was a pair of light blue open-toed shoes. More like sandals really, they had small heels, but didn’t really cover much of her feet; father would have _never_ approved of something so racy if he’d known she’d bought them, and that was precisely why she had. The little rebellious action didn’t matter to her now though – all she wanted to do was go for her walk, and maybe relieve a little stress.

Slipping her feet into the racy little shoes she felt a little thrill as she stepped out the door of the dorm to wander the campus. She’d always liked to think that she was pretty, but for perhaps the first time, as she made her way out of the dorm building and into the cool night air clad in a manner that she would hardly have considered modest, she felt _sexy._ It was confusing really, and she wasn’t quite sure if she _should_ feel this way, or how she should feel at all. She’d been raped, and by some kind of _Grimm_ no less. She thought that the fact should _revolt_ her, yet instead, she just felt a longing, and had since shortly after it had left her for the second time. She wanted more, to _gasp_ in ecstasy as she was _filled_ and-

Weiss shook her head, breathing heavily as she arrived by the fountain in the center of the campus’s main courtyard, “A lady really shouldn’t think like that…” She thought aloud without much conviction taking a seat on the edge of the water feature, “I… I wonder if this is what it’s like for Blake…”

The granite felt cold against her as she sat, sending a tingling through her as her most sensitive regions contacted the smoothly polished stone, and she shivered as little spritzes of water from the fountain behind her hit the back of her neck. It felt… refreshing but… there was still that yearning… Hesitantly, Weiss traced her fingers up her thigh until her fingers brushed up against her core, and she recoiled, “N-no… I shouldn’t… but…” There was a long stretch of quiet, the babbling of the fountain as the only accompaniment to her indecision, before lust finally trumped propriety and she slid her fingers past the waistband of her panties…

Weiss closed her eyes and sighed blissfully as she gently touched herself, propping herself up on the lip of the rippling pool of water with her other hand as she traced languid circles about her entrance with two fingers. Slowly, she began to rub her folds more insistently, feeling her heartbeat steadily accelerate until she resolved to take herself all the way and with a gasp, slid two of her fingers inside and… she was warm, damp, and tight but… it wasn’t the same… Weiss’s face fell in disappointment… until she heard a sloshing in the water behind her.

Weiss was on her feet in an instant, reflexively turning to confront what she already knew was behind her, but then, inexplicably even to herself, she relaxed, almost _relieved,_ “You huh…? Glowing up at her from beneath the surface of the water was a pair of red eyes on a dark, undefined mass, and several tentacles were arching above and over her head, ready to take her by  force, but Weiss _smiled,_ caring little that this was not the original beast which had taken her virginity _,_ “I was…” _was I...? I was…_ “I was hoping you’d come…” As the creature’s tendrils sped forward to rape her again though, Weiss managed to halt it with a word, “ _Wait,_ ” She shrugged her robe off her right shoulder, revealing most of her corresponding smooth white breast, though not quite all … not yet… “There’s no need for that,” She cooed, reaching up and letting her hair down, “ _You can have me…_ ”

As if in understanding, the tentacles lowered, most sinking back into the pool of the fountain, and Weiss lifted her leg to place her sandal-clad foot on the lip of the fountain. The naked length of her leg almost seemed to glimmer in the pale light of the broken moon, and one of the wet, slithering tendrils began to wind its way around her ankle and up her silky leg. She sighed in bliss as the end of the member reached her center and began rubbing her off through her panties. She shivered at the stimulation, and when she undid the belt of her robe, the right side fell open, fully exposing her breast and her pert, erect nipple. She reached up to grasp her right breast with her left hand, squeezing and kneading to enhance her pleasure as the tentacle she had consented to receive pulled her panties aside, though didn’t tear them, and slowly, gently, almost _lovingly_ slid inside her. Weiss’s knees weakened, but she didn’t want it to stop, so without removing her hand from her breast, she used her free hand to steady herself as she clambered into the fountain and the water. As she lowered herself onto her knees in the water submerging herself up to her hips, Weiss grasped her other breast as well, her hips gently swaying this way and that as the tentacle pumped into her over and over, reaching _deep inside_ and filling her body with pleasure. Her beautiful fair hair cascaded freely about her back and shoulders, the ends just reaching the surface of the rippling water as she continued to pleasure herself and be pleasured.

When another tentacle re-emerged from the water again, tracing a line between her petite breasts, up her neck, and curving around her cheek to prod at her lips, Weiss released hold of one of her breasts and, in the spirit of reciprocity, began to stroke the tendril as she parted her lips to grant it entrance to her mouth. As the tentacle entered, Weiss caressed it with her tongue as it reached down her throat. It was almost enough to choke her, but not quite, and her fingers closed about it and continued to stroke it. It tasted salty, just like before, but it wasn’t as offensive as it had first been, and she eagerly deep-throated the tendril as another tentacle slithered into her pussy and two more pushed the seat of her panties aside as well to penetrate her ass. When the tentacle suddenly withdrew from her mouth, she coughed slightly, but then let out a cry of unrestrained bliss as the thrusting of the four different members inside her pushed her over the edge and she came into the water.

As she caught her breath on her hands and knees, a substantially thicker tendril emerged from the water before Weiss’s eyes. Its bulbous end was the size of her fist, and there were smooth ridges all the way down its length, yet no matter how the column of black serpentine flesh pulsated with eagerness, it waited, as though asking permission to continue. Shakily, Weiss stood, pulling her panties down to her knees and then pulled one leg free of the undergarment before widening her stance and spreading her legs. Bracing herself up against the physical structure of the water feature, she reached out to caress the head of this newest, largest tendril, and guided it between her legs to her eager wetness as the fountain poured over her.

When it entered her, Weiss was in paradise. It was _huge_ inside her, filling her utterly, and her walls clenched about this most pleasurably invited guest. It took her gently, gradually sliding deeper and deeper in, until she didn’t have any more room inside to offer, and then slowly, _patiently,_ it began to thrust.

“Oooh… Ah… _yes… yes… more…_ ”

The damp bathrobe clung to her arms and back, but thin and perfectly white as the material was, she may as well have been naked, because it was utterly translucent when drenched, and as she looked down at her body with a satisfied smile as her breasts bounced with each thrust she thought, _I may not have much but…_ She squeaked as the next thrust came with unanticipated intensity, and she nearly doubled over before she caught herself, her legs shaking as the thrusting into her tight pussy slowly intensified. Her hips began to buck as the tentacle made love to her, breathing faster and faster, the member plunging in and out of her driving her to greater and greater moaning.

_Thud… Thud… Thud, thud thud…_

“I’m so…” _So wet…_ “ _close…_ ” she moaned, encouraging it as the pounding grew still more intense.

_Thud thud thud thud…_

“AAAAHH- _AHH YES!!!_ ” Weiss’s second orgasm exploded within her and her juices sprayed down into the water as her knees buckled, the fucking continuous even as she fell. Despite her state of exhaustion, she tried to keep bucking her hips to make sure her benefactor got the most out of its investment in her pleasure until she felt it – first the bulge squeezing its way past the lips of her pussy and the hot jet of cum spraying inside her. Her face scrunched up and her eyes winced but her lips spread in a huge smile, “Y-YES!!!”

Barely conscious, Weiss fell into a sitting position braced against the edge of the fountain. She could see the flow of white ooze leaking out of her well-satisfied pussy as it dissipated into the water, and she let her arms hang out over the sides, her chest heaving as she gasped, “I.. I could get… get used to this… It was amazing…”

But Weiss knew what was coming next, and that it wouldn’t be as pleasant. First came the stomach pain, tying her insides in knots and making her cry out in pain now. Then her chest tightened, and her stomach began to swell. Somehow the petite Heiress managed to remain conscious as her body underwent changes naturally meant to take place over _nine months_ in the space of five minutes. Her abdomen continued to bulge, and her breasts started to become engorged, quivering as her breath came in ragged gasps. Weiss had been a humble A-cup, but by the time her stomach had swollen to the size of a large watermelon, the Heiress dimly judged that she would fill out a smaller C-cup, and scarcely believing it, Weiss reached up to caress her engorged breasts, she gasped – they were so sensitive…

She didn’t have long to marvel at her enlarged breasts though, as her cervix contracted and she screamed in agony. But she was _determined_ to do this – at least, she thought so… if she didn’t, it might never want her again…

“It… _It HURTTS!!!_ ” She cried, pushing with everything she had until the first little black Grimmling spilled from her pussy and into the water along with a substantial gush of amniotic fluid, causing a sudden reduction in the size of her stomach. Breathing rapidly, Weiss’s arms clenched about the outside of the fountain as she steeled herself for the last round of pushing, “ _One… more… GAH!!!_ ” and with a desperate cry into the night, she did it, and the other Grimm that had rapidly grown inside her was birthed, allowing her stomach to return to a normal size. Gasping, she smiled contentedly. 

“I… I did it…” she collected one of her baby Grimms in both hands and brought it to her chest, where it began to suck the milk from her teat, “ _Twins…_ ”

 


	14. RWBY: School is Fun

Weiss did her very best to sit up straight all the way through Port’s lecture, but a half hour in with another forty-five minutes to go, it wasn’t easy.

_God… how does Yang do it…?_ She thought she fought the discomfort to maintain good posture, _My back is killing me…_

 She’d made every effort to keep her illicit rendezvous last night a secret – she didn’t want her teammates to think she was some kind of whore, after all – but that task wasn’t helped by the fact that her breasts no longer fit into any of her bras and featured much more prominently on her finger than previously. She’d gotten up a half an hour before the others just to shut herself in the bathroom and dress in private – at least, that was the excuse she’d given. In all actuality, she spent the time fussing over how to conceal her engorged breasts. It was less of a problem for Yang – people _knew_ she was big after all, and one tight-fitting sports bra later, no one could tell the difference without stripping the Blonde down. Weiss, on the other hand, did not own a sports bra, and had spent a long time staring fretfully at her own naked breasts in the mirror that morning before deciding what to do.

Gingerly squeezing her right nipple, Weiss had started by milking herself into the sink – at least _that way_ she could actually reduce her size, if not all the way… As the warm milk trickled down the drain though, a deviant thought crossed the Heiresses mind, and though there was no one to see, she blushed furiously, but curiosity overpowered shame, and she did it anyway. Cupping her swollen left breast, which was visibly larger now than the right which she had just milked down, Weiss lifted the engorged tit and angled the nipple toward her lips. Weiss felt a tingle run through her as she sucked tasting her own sweet milk as she did. It tasted good, and _felt better,_ and as she continued to breastfeed herself, Weiss had gently rolled her nipple between her teeth and-

Weiss shook her violently as Port said something about the mating habits of Nevermores, _No! Bad thoughts Weiss! Stay focused on- GAH!_

Weiss jolted slightly as _something_ suddenly entered her womanhood. Reflexively, she clapped her hands down onto the front of her skirt and sure enough, she felt something wriggling between her legs. Surprise gave way to a husky sigh her unbidden guest began massage her insides, slowly pumping in and out.

_I… I can’t believe this…_ Weiss thought with hazy annoyance; it felt good but this _so_ wasn’t the time, _T-this thing is insatiable…_

Weiss tried _very hard_ to keep a straight face as the tentacle that had slithered under her skirt methodically fucked her and Port went right on blathering about the average size of a Nevermore flock. Slowly, _very deliberately,_ she placed her hands back the lectern in front of her, trying not to let her hips buck. Not comfortable with that position either, Weiss lifted a hand to her cheek as if to rest her head on her hand. Still, she couldn’t quite keep from shaking _just a bit_ as the tentacle probed her vagina, slowly building the pressure inside her. It wasn’t that which troubled her most though, no, it was the way that, as her body _ever so slightly_ jerked in time with the penetrations, the elastic bandage from the first-aid kit in RWBY’s dorm which she’d used to tape down her chest rubbed her nipples and she felt the elastic material dampen, _Oh come-_ she winced, _Come one… not now…_ she thought of the thin little white blouse under her blazer jacket, _I don’t need this right now…_

Ruby, idly glancing her partner’s way as her eyes wandered, bored of Port’s speech, found her eyes bulging at the subtle jerking of Weiss’s body, and when her eyes traced downward, she saw why. Ruby wasn’t sure that she should be afraid at the sight of the curving black extrusion just visible between Weiss’s calves, but a sudden intrusion into the reaper’s own snatch made the decision for her. She let out a little ‘eep!’ as her legs clamped together, but no one seemed to notice, and her thighs relaxed as the thrusting began.

_In class!?_ Ruby thought, horrified, _This is so- OH GOD!!! – so embarrassing…_

Unlike her more disciplined partner though, Ruby couldn’t resist the urge to wriggle her hips as the tendril violated her, _daring her_ to moan and expose herself to the whole class. She didn’t do it, but _God, did she want to…_ Instead, she bit her lip, grimacing as she tried as discreetly as possible to rub her entrance up against the seat of the bench. _I feel so… I’m so wet-_ Ruby slammed her textbook shut as she felt a _second_ tentacle discreetly violate her, _O-oh come on!!!_

“Miss Rose, is something the matter?” Professor Port broke off his tale, turning her way.

“N-no sir!” Ruby lied through her teeth, “M-my hand just… slipped…” Ruby just _really_ hoped nobody noticed how flushed that she was getting.

“Very well then; please do keep it down,” and with that, Port returned to his lecture.

Ruby relaxed – perhaps just a little too much – and her slouch and relieved sigh attracted her partner’s attention. Weiss’s eyes widened, and an embarrassed partial smile spread on the leader’s face as the tow tentacles in her pussy began to pump faster. She was so ashamed, so humiliated to have Weiss _watch_ as she was fucked, but then, she supposed that she should be grateful that no one else had noticed… Not that Ruby could tell, but the frown on Weiss’s face was born of a combination of irritation at the untimeliness of the pleasure session and _jealousy_ that Ruby got to have _two_ inside her…

Yan meanwhile, had taken to napping at the start of Port’s overblown story. She was a sturdy sort of course, but even so, her ponderously swollen breasts, even if mostly _concealed_ under her sports bra, were heavy and a constant strain on her back. She supposed they made good _cushions_ to lay on, but that was small comfort. Still, the extra cup-sizes might be worth it though – she’d seen the way Blake had stared longingly as Yang had dressed that morning, _Such a horny kitty~_

Yang didn’t sit up, but her eyes certainly did shoot open when it was _her turn_ for a tentacle to plunge inside. At first, she panicked, remembering what had resulted from the first time – sure, the _fucking_ was good – _great – fucking amazing even,_ but she hadn’t exactly planned on having kids any time soon – let alone three slimy black ones covered in tentacles. Plus, when the little bastards had squeezed _out of her,_ it had hurt like _hell…_ Still, it was hard to form any thoughts in her head as she felt it twisting and undulating inside her save _Oh… Fuck that’s good stuff…_

Her breath grew husky as her hips swayed. She dimly hoped that no one was watching, but she didn’t care enough to fight the urge. It moved so, _so slowly_ inside her, she groaned. It drew a few looks from across the room, but none particularly intense; Yang’s falling asleep in the middle of Port’s class was hardly a rarity, nor indeed was she the only one to ever indulge in the pastime, so most who watched assumed that her grunt had been some kind of snore, rather than of a sexual nature. Either way though, she felt the pressure building and she wanted more.

As the writhing tentacle brought her to climax, she sighed in shameless bliss, but the way that it had brought her to, and _over_ the edge slowly resulted left her with a gentle orgasm, her juices slowly seeping from her pussy and soaking her panties and her seat. Ruby was next, though she did not go quite so gently – though she managed to keep from moaning or crying out just barely – Ruby came full force and all but fainted onto her desk as the tentacles withdrew. Weiss however, would be left disappointed; the tentacle withdrew from _her_ woman hood before she got the chance to finish, leaving her _severely_ hot and bothered, her heart hammering, but sexually unsatisfied.

Through all this, Blake’s sensitive ears had alerted her to what was happening from the start, when her sensitive hearing had tipped her off when Weiss was first to be invaded, and perhaps even more so than the Heiress, who was now clenching and unclenching her thighs in a futile effort to discreetly finish, Blake was _not happy._

_Why do all of them get it and not me?_ She fumed, heel tapping the floor in flustered impatience, _None of them are in heat! They don’t need it like I do!!! And getting fucked in the in the middle of class with nobody the wiser is just so hoooootttt!!!! It’s not fair!!!_ Blake shifted in her seat as the _throbbing_ desire that burned twixt her legs rose to even more discomforting levels, _I’m not asking for much am I? Just two… maybe three inside, savaging my womanhood until I cum like a wildcat – is that REALLY so much to ask?_

Blake’s breath hitched as she felt something wet brushed against her ankle, and her first instinct was to spread her legs wide in invitation, _It’s about- OH FUCK YES! FUCK YES! FUCK YES!_ Blake’s lust-addled mind kept _close count_ as _one, two, three, FOUR!!! GIVE IT TO ME!!!_

The four black tendrils under the Faunus’ skirt form a wriggling _column_ of _ecstasy_ in Blake’s core, plunging deep and driving hard. She tried – she really did try – to maintain her superficial composure, but her hand gravitated between her stomach and the waistband of her skirt seemingly of its own accord… The pleasure that Blake contributed to herself by rubbing her clit was a pittance though, next to the thought that the members currently fucking her blind had mere moments before been inside _Ruby, Weiss, and Yang…  It’s like an indirect kiss, only… sex… Wonderful, beautiful, indirect sex…_

As the pressure inside her rapidly rose to the overflow point, Blake couldn’t take it anymore. She _had to… I’ve got to…_ In the middle of class, in front of her teammates, Professor, and _all of her classmates,_ Blake let out a long… sensual moan and began to purr, drawing literally _every eye in the classroom,_ but she didn’t care, _I’m so close… just a little…_ “Y-Y- _YES!!!_ ” She screamed, her back arching in her seat as she stood from her seat and the tentacles abruptly slithered away, leaving her juices unimpeded as they sprayed all over the lectern in front of her and all over a _very_ startled Jaune…

“M- _Miss Belladonna!_ ” Port gaped, as mortified as his students… well, as mortified as the students who weren’t taking pictures…

As Blake caught her breath, slumping back into her seat though, doing her very best to look ashamed of herself and avoiding her teammate’s gazes, which belied some strange cocktail of disapproval (presumably of her lack of digression), jealousy, and _sheer respect,_ Blake sighed in momentary relief.

_So… so worth it~_


	15. Ruby & Weiss: Bonded at the Hip

**Notes for the Chapter:**

> You might be able to tell by some differences in the writing style, but I didn't actually write this one - it was contributed by a reader over on Fanfiction.net who prefers to remain nameless, so how about a big 'well-done' and thank-you to our anonymous contributor? You know who you are, and you are awesome. Futa-Ruby on Horny Weiss... So... so hot... Anyway, once again I would like to emphasize (especially to those of you inclined to review/comment) that I can't claim credit for this one, much as I'd like to.

Chapter xx: Weiss and Ruby: Bonded at the Hip

The last few days for Ruby had been a whirlwind.

To say she was uncomfortable was an understatement. The Grimm that she had unleashed had changed her entire world in only a few short hours. The terror of losing a fight, the loss of her virginity, the absolute thrill when the slippery tendrils would slide into her and the fear for the rest of Beacon's safety left the team leader in a state of content panic… not to mention near-constant arousal.

Ruby was loathed to admit it but ever since she'd first been taken her belly had been exceedingly warm, uncomfortably so. It was subtle at first, but after that brief stint earlier in the day in Port's class her mind had chosen to notice the increasingly nagging throb betwixt her legs. She'd already taken a cold shower (which had turned into an impromptu grinding session with the loofa) and her desire had refused to quell itself.

_I wonder if the others are taking it as well…_  she thought, thumbing through the walk-in closet of their dorm. She was eager to get to bed, hoping that her fires would cool with the embrace of sleep, and was almost desperate to find her pajamas before she lost her mind and jumped the nearest moving object.

_Blake's taking it well… but she's in heat…_  she thought, running past a few articles of Blake's usual outfit.  _Yang… hasn't really said much about it… she's just kinda taken it in stride…_  Ruby absently passed Weiss' clothing and stopped.  _Weiss…_

She remembered back to the impromptu orgy they'd had when she was first trying to warn them. Weiss had kissed her. Or more accurately, Weiss and Ruby had engaged in a fight to suck each other's tongues out of their heads. Ruby lifted her fingers to her lips brushing them softly.

_She was my first kiss…_  That was the first time she'd realized such a thing, and there was no emotion that could tell what she was feeling. Happiness? Saddness? Did she even like Weiss like that? Was it just lust? The burning in her groin seethed pleasantly as she remembered the event. Her eyes began to droop and her grin took on a lazy pleasure as her fingers began reaching for the bottom of her bathrobe.

She managed to catch herself as her fingers brushed her clit.  _Ruby, stop! Not the time!_

Ruby pulled her fingers away and returned to the search for clothes.  _I mean, she's warmed up, no reason not to like Weiss… it helps she has such a cute, petite ass…_

The leader colored at the thought.  _No… not what I wanted to think about… But her skin tasted so… and her tongue was so strong…_

Without realizing it Ruby's lackadaisical grin had returned full force, a trickle of drool slipping from her lips. Eyes fogged she let her hand wander to her chest, where her friend had briefly suckled the tit. The ebbing in her core surged up her body and through her breasts at the memory.

Again, though, Ruby shook herself from those images. A hand came and wiped away the drool and she stomped her foot.

"Damnit, it's too hard to think like this!" she growled, finding a pair of neatly folded pjs under Weiss' hangers. She unfolded the shirt and looked at the growling Beowulf heart. A sneer shot from her face, "stupid grimm, making me feel weird! That's it, no more thinking tonight, just sleep!"

Ruby turned, intending to shrug off her bathrobe and swap clothes, only to find an unexpected guest in the room with her. Blocking the door was one of the grimmlings that she'd seen Yang give birth to, that had violated her whole team in tandem. It sat there, a small red eye poking out from an orb at the center of the mass of tentacles. Staring at her, it lulled to one side, almost its form of an inquisitive stare.

Her breath hitched in her throat, fingers reflexively coiling around the lapel of her robe. She didn't move. Neither did it.

_Maybe… maybe it'll leave me alone?_  she thought hopefully. Holding her clothes to her chest she shuffled her foot forward towards the door, making a very obvious movement to step around the orb. The creature shifted with her, rising ever so slightly to keep the door at the end of the path inaccessible. Ruby scowled, her grip tightening around her fabrics. She was tempted to scream but the rooms of the dorm were sound-proof to anyone in the hall; normally a luxury for combat school attendees, now it became a coffin for her dignity.

Letting a tear drop from her eye, Ruby sighed.  _Here we go again…_

"So… I take it you're here to get some more of me?" she asked it, though not expecting a response. The thing did little but lull to its other side gently. She rolled her eyes. "You know, if my sister gave birth to you, this kinda makes this like… gross incest…" The grimmling was unmoving. Ruby bit her lip and let out another puff of air.

Seconds later, her robe clattered to the floor, her clothes returned to where it had been. Ruby dropped to the floor, her smooth snatch facing the creature, her legs bent to allow full presentation. She watched it with expectation, the low simmer in her stomach churning into a full flame at the possibility of being extinguished. She wanted this more than she liked to admit.

"I… just took a shower, so maybe you can keep this clean? Please?" she pleaded.

It seemed to blink before bobbing backwards on its hind tentacles. The grapefruit-like thing rose about a foot into the air before the longest and thickest of its many limbs leveled itself at Ruby's entrance, the smooth black skin sliding against her most hidden bits. An involuntary squeak escaped her lips at the sensation running down her spine, a bolt of electrical energy surging over her limbs and brain.

But the grimmling did not make the plunge. At least, not with its main tentacle. Several smaller tentacles, no bigger than fingers slicked around Ruby's entrance before prodding in and swiftly pulling the folds apart. Ruby gasped as her pussy was pulled and stretched far beyond its normal bounds, the pain that would normally come dulled by the cool slick the tentacles seemed to lather on.

Ruby furrowed her brow. This was new. This was scary. She tried to stand, but several more tentacles lashed out and restrained her, preventing her from resisting. Ruby bit her lip, hard, trying once more to ignore the feeling of violation. Submission, at this point, would save her effort, so she did her best to enjoy the cruelty.

The rod sitting atop her clit became rigid, the underside growing bumps and ledges that slowly suctioned themselves to Ruby's cunt. There was a twitch as her crotch melded into what felt like warm slime. A series of electrical pops cascaded through the connection, small jolts that fused the two skins together.

She could  _feel_  it. She could  _feel_ the tentacle. All at once it was the most disturbing yet arousing thing she'd known. Ruby began to convulse with new sensation, the tendril writhing with her body as the grapefruit neared her entrance.

So distracted was the girl that she almost failed to notice the large, grape-fruit-sized force squeezing its way into her womanhood below. The drool that she had so desperately restrained earlier oozed out as a new form of twisted pleasure filled her mind.

She grinned as the last tentacles disappeared beneath her folds, leaving a single, pulsing black member erect against her belly.

The girl laid there for a few minutes, taking in what had just happened.

Another violation. Another sweet,  _sweet_  violation.

She sat up and wiped the drool from her lips, feeling a pleasant weight in her stomach and a small bump below her abs. Her fingers traced the extrusion, finding grace in the new curve. Her fingers dipped lower and found the member, still erect.

Her hand wrapped around it and gave it a good slide. All at once she was met by an inferno in her loins as the phallus launched a globule of cream-colored fluid at the ceiling. Ruby's mouth shot open in orgasmic pleasure, but her voice was lost in her throat.

"H-h-h-holy… c-c-c-r-r-ap…" she hiccupped.

The member died down, seemingly exhausted from the strain of attaching itself, and hung flaccid from her pussy, which had now been obscured by its bulk. A brief gale from the vents made her shiver; the feeling of limp dick carried through her body. Every movement she traced with her mind, the sudden weight at her groin and below her torso unfamiliar, though not unpleasant.

She scrambled to her feet and looked in the mirror.

_I have a penis…_  she thought, absently, her cheeks flushing red.  _I… I have a penis…_

Ruby blinked in compounding surprise.  _And my eyes are red… what are these things?_

"Ruby, we're back!"

The little reaper froze. How would she explain this? Yes, they all knew about the tentacles, but nothing like this.

So she did what she could.

"Hey Weiss, Sis, Blake… I'll be out in a minute, just changing!" she sputtered. In a rush she grabbed her pajamas and threw them on, briefly struggling to place the phallus in her bottoms (she settled on the left leg). A moment later she dug into her laundry pile and pulled out the soiled panties and skirt from this afternoon, throwing them on the white stain and mopping it up with a boost from her semblance.

Evidence returned to the bin Ruby took a deep breath and walked to the door. She allowed little time, strutting to her bed and stretching in a forced yawn. A few excuses of needed rest and she was behind her bed's curtain without incident. Well, almost. In her rush she'd brushed passed the most recent target of her fantasies, the ghostly heiress, and her skin prickled in excitement against her will. It was all Ruby could do to keep from jumping the girl right then and there.

_I just… I need to sleep this all off… I can ask for help tomorrow…_

And with that Ruby dozed off.

Or so she thought.

Ruby's now crimson eyes fluttered open at the sound of the bed shifting beneath her. Or, more accurately, the bed beneath her shifting. The floor was squeaking in irregular, quick intervals and it left the girl curious.

She rolled to her side to look out her curtain, briefly pausing to reposition the bulge in her pants so she could be more comfortable. What she found was something more than unusual, something likely unheard of; Weiss Schnee, heiress to the opulent and popular dust company, with her panties down, nighty up and two fingers three-knuckles deep in her crotch.

Ruby watched with fascination as Weiss rotated her hips around her fingers, her lips clamped around the bottom of her nightgown.

In an instant Ruby's new 'plus one' sprung to attention. The girl was mesmerized by what she saw; a beautiful, silken body wriggling in sheer self-produced ecstasy. The nipples, erect and pushing against the soft fabric of the heiress' gown, breasts unusually swollen. And those lips,  _my God_  those lips and the dexterous tongue behind them.

Ruby felt her body heat at just  _staring_  at her partner, an almost primal instinct rising in her gut to drop down and claim the milky ghost for herself.

And with the way her new member rubbed against the fabric of her pants, Ruby was pressed to act.

A glance to the opposite bunks told her that her sister and their faunus companion were still off in the realms of sleep, pleasantly unaware of what was about to transpire. With as much grace as she could muster Ruby dropped down, silent as gravity would permit.

Weiss did not miss this movement and immediately stopped her ministrations, fingers locking still inside of her contracting cavern. The fencer's face spoke of fear, embarrassment.

Ruby looked the girl in the eye and kneeled to the side of the bed, the heiress reflexively moving to cover herself. The leader shot out a hand to stop Weiss' attempt to conserve modesty, her body language directing Weiss to look at her face.

"Weiss…" Ruby asked, her voice shaking and quiet, "Is… is it too hot for you too? Are you…"

Weiss looked dumbstruck at the girl. Her lips wavered before she gave a silent nod and gulp. Ruby licked her lips.

"Do… do you want… I want to… I need…" Ruby felt the pressure of the member exerting on her mind as much as it was her body. She looked to Weiss's hand, the one she was holding, the one that had been inside the girl and was slick with juice. On impulse, Ruby brought it to her lips, suckling on each tip and lapping up Weiss' essence with vigor. When she pulled back, she smiled dumbly at the satisfying musk.

_More…_  she thought dumbly.

"Ruby, your eyes…" Weiss whispered. Ruby did not shy away from staring into icy cold pools.

_More._

Without warning Ruby reached out and grabbed Weiss by the back of the head, pulling the two in for a painful, lust-addled kiss.

_More_ , Ruby's mind groaned,  _more!_

Weiss, meanwhile was filled with a flood of conflicting thoughts, all of which were overwritten as Ruby began leaving short, passionate kisses along her neck. Weiss felt her head fall back onto her pillow as Ruby straddled her waist from above. Ruby's tongue lashed out and led a sticky trail back up to Weiss' mouth from her lapel, their tongues mixing together for the first time since the orgy. Ruby's saliva tasted like fire and felt like ice along her skin. There was something off about Ruby, far more than her eyes changing shade, but the way the saliva was working its magic Weiss couldn't care less.

Ruby let one hand wander to Weiss' covered chest, her fingers squeezing engorged tits with vigor. Weiss gave a sharp hiss of delight as Ruby roughened her teasing, a small amount of residual lactation leaking through her dress.

In retaliation Weiss reached for the lip of Ruby's pants and yanked them down.

She was not expecting to see a fully erect penis pointing her in the face.

Weiss tried to pull back but Ruby pinned her down with her arms. Ruby looked her straight in the eye, "It wants you, Weiss." The penis twitched as Ruby lowered it softly down to the heiress' tight snatch. "I want you too… We want you…" the redhead groaned, biting into Weiss' neck ever so passionately.

Weiss was going through shock. Who was doing this to her? Ruby, or the tentacle creatures? Was it both? Did it matter? She'd already had a batch of 'kids' the day before, and it had been so painful. But… but… the thought of being fucked by the younger girl, to be railed by the tentacles, to be violated and turned into the mother of monsters… The haze was intoxicating.

Weiss suddenly wanted to see her flat stomach rise again.

She lunged forward and captured Ruby's neck with her teeth, returning the hickey in kind. As she pulled away she whispered, voice lacked with husky intent, "Fuck me."

There was a 'yeap!' as Ruby thrust forward, her ribbed and thick member bouncing around inside the heiress' snatch. The leader growled with delight as Weiss shrugged her panties off her ankles and raised her legs in the air (a position she'd gotten plenty of practice at the last few days). Ruby reached around and hooked her elbows just below Weiss' thighs, pushing them even further to give her more leverage.

Weiss gave a primal coo as her father's precious daughter was turned into the slut of the creatures of darkness. The piston slamming in and out of her pussy was warm, thick and unrelenting, and Weiss wouldn't have it any other way as her eyes began to glaze over. Likewise, Ruby was so lost in passion that she began to drool once more, tongue dropping from her mouth like a dog when it wasn't tangling with Weiss'.

It was different to Weiss, stranger. The tentacles felt good, felt  _fantastic,_  but the feeling of someone mounting her was almost indescribable. The holes that plagued her existence, the missing parts of her seemed filled by the warm body floating above her. And she wanted the girl closer. Her fingers pull the bottom of her nightgown over her breasts, which had withered only mildly in size in the last day. Her C-cup breasts sprung forth, the milk she'd let loose earlier still coating her nipples and she wanted Ruby to clean it off. But when she went to say "Suck my breasts", all she managed to eep out between thrusts was "Tits!"

Ruby obliged to the order, dipping her head and capturing Weiss's left tit in her mouth. She lapped at Weiss' milk, wrapped her lips around the erect nipple, pulled and played with it like a suckling child. Her hot saliva mixed into the skin and set Weiss ablaze, forcing her to arch her back in primal delight. The heiress wrapped an arm around Ruby's neck, pulling her closer to her chest.

"Your…" Ruby groaned in between kisses and suckles, "chest… Weiss… It's so big…"

The leader looked hazily up to her partner and gave a satisfied grin, "they taste delicious.

Weiss met the gaze, panting hard and heavy, "Then… drink all you want... It's all yours…"

Ruby's grin became shark-like as her lips crashed down onto Weiss' other breast, greedily sucking at the sweet milk stored inside. Weiss giggled gleefully at the feeling of the warm liquid leaving her swollen bosom, sweet relief, unbridled pleasure! Ruby switched it up, latching on to the other breast, groping them to squeeze out every last ounce she could, her lips and tongue and hands dripping with the fluid. She alternated, making sure each nipple got treatment in kind, the pair's movements reaching a fever pitch as they went along.

They were both close and they knew it almost instinctively. Ruby's member pulsed impatiently inside the hot hole of her partner (her girlfriend? Her lover? Her fuck buddy? It didn't matter). A thick bulge formed in Ruby's natural passage, a pressure that slowly slid from the base of her 'cock' and passed down towards the tip.

Weiss knew what was coming. She _wanted_  this. The bob neared the tip in moments, and just as ruby began suckling on Weiss' trachea the heiress gave a demeaning, throaty purr as she orgasmed, wet juices spilling across Ruby's bloated belly before sinking in to become stains on her sheets. Ruby was next, a spray dripping from her plugged snatch as the bulb finally reached its mark.

White, hot cum spilled out of the tendril, filling Weiss' pussy to the brink. The creamy sauce dripped from the girl's vagina as Ruby and her stared at each other in a fit of pure, unadulterated lust, Weiss grinning lazily at the warm goo filling her hole. They shared a heated kiss before pulling apart and staring once more.

And they continued to stare.

And they continued to stare.

And then Ruby's tentacle finally released the last of its load and went flaccid.

Ruby twitched and squirmed as the grimmling in her womanhood shifted. There was the soft noise of a suction cup being peeled loose and soon Ruby's passenger was no longer fused to her at the groin. She giggled as a tingling sensation crawled its way down her birth canal. With an aggravated push, the grimmling popped out from Ruby's vagina and slithered away, coated in what bits of Ruby's discharge it had blocked.

Ruby and Weiss watched it scuttle into the vents, their breathing labored. They looked back at each other, Weiss happy to see Ruby's eyes return to their normal playful silver.

And then Ruby's face was drawn in panic.

"I… oh God, Weiss! I'm so sorry!" Ruby almost screamed, jerking back from her position straddling Weiss.

Weiss immediately stopped Ruby from pulling back more.

"I… I… Weiss, I didn't mean to… I don't… I don't know what's happening…" Ruby blathered, breaking down in tears. "I mean, I liked kissing you, but I don't know what that means, I was really horny, and then that thing, and then sleeping and…."

Ruby was silenced by a gentle, chaste and silent kiss.

Weiss leaned back and pulled Ruby into an embrace, already feeling the tentacle's cum doing its deed and filling her womb with its children.

She hadn't really  _wanted_  this. Despite staying calmer on the outside, Weiss was equally as terrified by the spell that had just befallen both of them as Ruby.

Did it mean anything? No… or did it?

"It… it doesn't matter…" Weiss whispered, holding Ruby tight, trying desperately to find comfort in the girl as though she were a teddy bear. "These things… they're making us do a lot of things we wouldn't normally do… So I don't blame you. We'll figure this out when we have time to sit down and talk, okay?" Weiss explained, desperate to placate her friend.

Ruby sniffed and nodded, looking Weiss in the eyes. Weiss nodded as well, but scowled as the pressure in her belly built up even thicker.

"But before that… Ruby…" Weiss broke, pulling back and spreading her legs as her belly began to rise. She let her head roll back as she managed a brief moment of pleasure from the filling stomach. "I'm pregnant with…" Weiss mulled over the right words as her stomach began to squirm uncomfortably, "…our babies. And I need your help getting them out…."

Ruby wiped her eyes and nodded. Weiss pulled up her legs and displayed her pussy which began to dilate in time with her rising stomach. The leader resisted a remnant urge to caress Weiss' thighs and waited at the ready to deliver their… 'children'.

Moments later Weiss cried out in pain, and a batch of newborn grimmlings came into the world.

 


	16. Neo: A Lesson in Empathy

Neo was a girl of simple tastes really; she liked sweet things, and what could be _sweeter_ than the little twinge of fear on somebody’s face as they realized there situation was hopeless – and that at the hands of so petite a girl. Indeed, one of her favorite pastimes was to walk through the streets of Vale, the content of her thoughts obscure from all of those she passed, contemplating how _best_ to reduce each and every man and woman she passed to a whimpering _heap,_ begging for mercy. Perhaps the man who brushed past her in a suit could do with a few broken fingers… or the woman coming out of the bookstore needed to have her blouse cut open… Imagining the way that they would react made Neo smile devilishly. It was enough to make a girl wet… Of course, it certainly didn’t hurt that business and pleasure so neatly correlated. On this particular fine afternoon, Neo was going to _punish_ a silly, silly storekeeper who’d failed to compensate her employer for his _magnanimous_ ‘protection.’ Neo didn’t really care about _that_ though; she was just happy to have a chance to indulge her hobbies - little did Neo know as she had turned down into the alley to break into the shop from the back that _she_ would be the one silently screaming.

It started with a bout of gleefully casual brutality on the young lady’s part. Upon turning into the alley, she saw, to her surprise, what looked to be a squirming black octopus hobbling across they alley from the storm drain. It didn’t take her long to recognize it as a Grimm, and then to decide that she would do her good deed for the day. Licking her lips with a sadistic smile, she impaled the thing on her parasol, _stepping on its tentacles_ as she pulled her weapon free again and leaving it to die as she continued on her way. She would swiftly be punished.

The tendrils fell upon her as she turned down a bend in the alley and stepped completely out of sight of the street. First her parasol was yanked from her hands by a tentacle which surged forward from behind, causing the sadistic little lady with mismatched eyes to pivot to face her attacker. It wouldn’t do her any good though, as her arms were both quickly and handily bound. Neo’s face, normally expressing a deceptively coquettish smirk, instead bespoke shock as she was _forced_ to her knees and her blouse was torn open down to her corset, revealing her fair skin and supple breasts. She winced as a tentacle wrapped tightly around each of her nipples and _squeezed_ ; her small breasts were extraordinarily sensitive, and though it hurt, the abuse felt _good…_ She wondered between silent gasps of pain, revulsion, and pleasure as still more tentacles wriggled under her corset if this was anything like what _her_ victims felt like; but any semblance of empathy banished itself from her mind as the slimy wet tips of the appendages slithered down into her pants and began to rub her clit. Her eyes went wide, but she couldn’t scream, and as she tried to struggle, the tendrils roughly _slammed her_ down to the cold, paved ground. She silently whimpered as her soft breasts were pressed to the hard, _coarse_ asphalt, bringing a slight well of tears to her eyes. Not to _her…_ this kind of thing didn’t happen to _her…_ This was how _she_ was supposed to make others feel… It wasn’t _fun_ if _she_ had to feel it…

The tentacles didn’t much care how she felt about it though; they were going to have her no matter how hard she struggled. She gasped and her expression took on a look of silent terror as the tentacles in her pants slipped under her panties and into her folds, pulling them apart and adding to the impression that, as she was pressed to the pavement on her knees, she was being _presented._ Neo received all the explanation that she was going to when it struck. It hit her like a _hammer,_ striking so hard that it tore a hole through her hitherto undamaged pants, ripped through her panties like tissue paper, and _violated_ her pussy with a loud _thud,_ all in one motion. Neo opened her mouth to scream as her virginal tightness was savagely despoiled by the interwoven mass of three tentacles, but nothing came out. The tendrils did not hesitate for a second, even as Neo’s body wriggled and thrashed in pain as the slimy _drill_ broke her hymen and kept right on driving _deeper._ By the time that the tendrils had gotten _all the way in,_ Neo simply stared blankly into the ground as her maiden’s blood began to trickle down her thighs.

As Neo came for the first time, the tentacles abruptly pulled out of her pussy, and her arms were _yanked_ back behind her, forcing her to ben backward, and her wrists were bound to her ankles, leaving her vagina dripping through the hole in her pants. The other tentacles swiftly saw to the task of fully disrobing her though, and in scarcely moments the whole of her slight form was arched back, knees spread wide in unwilling invitation, and utterly _bare._

As the tendrils reared up above her, Neo tried to brace herself, but her efforts were thwarted when a single, wriggling tentacle plunged up into her ass from behind, leaving her unprepared when the tendrils in front of her came down. The little sadist’s face was wrenched to the side as the first blow hit, a wet slap as though in rebuke for her misdeeds, but the punishments did not stop there. The next blow fell on her chest, jostling her breasts, still stinging from having been pressed to the pavement, then her stomach, thighs, until the last struck her squarely between the legs, stinging her clit and moist folds. Her breath came in shuddering gasps as the blows left her sore and formed angry welts on her cream-colored skin, but her pussy continued to drip, her juices forming a puddle beneath her even as the blood continued its slight trickle down her thigh from her entrance. It hurt… It was demeaning and humiliating to be at this… this _thing’s_ mercy… but she wanted more…

Perhaps more sadistic of the creature than the whippings though was what it did next. The end of a tendril pressed to her clit, before snaking its way down between her legs; it didn’t enter her – no, that would have been _far_ too gratifying – but instead slithered back and forth across her womanhood, so close that her folds parted around its length and she felt like she would melt, but it would never actually _enter her._ This heavenly little torture started slowly at first, gently rubbing forward and back, but with Neo’s every silent little gasp, the speed intensified, rubbing her harder and harder, _closer and closer…_

All at once Neo’s arms were released, allowing her to flop forward as her juices gushed from her again. She scuffed her elbows on the rough pavement as she braced herself, catching her breath, but she wouldn’t be spared the moment’s peace. Briefly, the tentacles resumed whipping her, lashing her buttocks and making her silently cry out, only to have her mouth immediately filled with a member the size of her wrist, easily the largest present as it filled her mouth. Neo gagged as the slimy member filled her entire mouth and pushed towards her throat, yet her lips closed around it, forming a seal. Helpless, she sucked and she sucked, the pulsating column of flesh in her mouth unrelenting until her eyes widened in horror at the sight of the bulge coming down its length toward her mouth, but her struggling was pointless. A hot, thick jet of ejaculate gushed into Neo’s mouth and down her throat. As the member pulled out of her mouth, Neo doubled over and tried to spit it all out, but she couldn’t help swallowing some and feeling nauseous.

Before she could recover though, the tentacles took her again, wrapping around and spiraling up her legs, coiling around her stomach and breasts, before finally winding about her arms and lashing her wrists together. All the tendrils binding her pulsated and constricted her even as it forced her legs apart to hang separately, opening her up for still _more_ tentacles. They set upon her from front and back, driving into her ass and her pussy at the same time and thrusting in sync. She tried to fight it at first, but she didn’t have the muscle to close her legs in defiance, and the more she struggled, the tighter her pulsating bonds became, until finally she submitted, her head lolling back as the plundering tendrils fucked her blind, and losing track of the waves of pleasure that consumed her consciousness.

When the creature had finished with her, Neo had long since passed out, and it dropped her naked, unconscious form to the cold, rough ground to lie in a pool of her own juices. A very naughty girl had been thoroughly punished indeed…


	17. Blake & Yang: More

Yang returned to the RWBY dorm to find quite a sight. It had been a rough day – especially her gym time, which was somewhat complicated by her recently elevated center of gravity – but Blake on the other hand, after offering numerous _profuse_ apologies to Port, Ozpin, and _Jaune_ had been instructed to take the rest of her heat cycle off. Yang had wondered what her partner would do with the time off, or indeed if she was safe from the tentacle Grimm - called an Ursula if her Grimm studies book was to be believed – but upon opening (and very swiftly shutting behind her) the door to her dorm, Yang realized that those probably weren’t the right questions to be asking…

Blake was on her hands and knees, nightgown hiked up over her waist. Her bow was off, her cat ears flattened against the top of her head, and her eyes were shut, face equal parts flushed and frustrated. Yang blinked a few times before she comprehended the behavior – and noticed the open vent in front of which it was taking place – before it sank in. _Oh…_

“Hey Blake… You… okay…?”

 

It was like Yang had thrown a switch – albeit perhaps a partially _jammed_ switch – because Blake’s reaction was instantaneous, if not _quite_ complete. Upon being addressed – as though she hadn’t even noticed Yang enter the room – Blake had shot up from her presenting position onto her knees, cheeks crimson with embarrassment, though she couldn’t _quite_ keep her hand from wandering to the space between her legs, “Y-Yang! H-hi… I was… I was just…”

“It’s okay…” Yang assured, kneeling down in front of Blake, “You can’t help it…”

_Relieved_ by the way that Yang seemed to understand, Blake resumed pumping her two fingers into herself, sending a thousand little twitches of pleasure over her face. For a long while Yang just sat there _watching_ as Blake pleasured herself; first two, and then three fingers in her womanhood, all the way up to the knuckles as she worked them around inside herself, trying to get the most out of it. Yang felt herself get hot just watching, and her panties started to feel wet. Blake didn’t even seem like she was aware of Yang anymore, so focused was she on working her hips and putting her fingers inside, and as Yang’s breathing grew heavy she decided that she couldn’t take it anymore. Maybe she was still hormonal after the whole ‘getting pregnant’ thing, but Yang _wanted_ Blake, and she wanted her _now._ Judging by the way Blake was shamelessly moaning and didn’t seem to notice as Yang took off her shirt, Yang figured that Blake wouldn’t mind…

With both hands, Yang seized her partner and _forced_ Blake’s lips to hers. The heat-addled Faunus’s eyes shot wide at her partners sudden, if not unwelcome advance, but squeezed shut again just as quickly when Yang’s fingers reached under her nightgown and began rubbing her clit, and almost instantly she was putty in the Blonde’s hands, and happily so. Yang pulled her close, cradling Blake in one arm like an infant as she intensified her ministrations, taking the place of Blake’s own fingers inside her yearning dampness. When finally they broke off the kiss, Blake’s head rested against her buxom partner’s upper arm and she started to _purr_ as Yang continued, and her hands lazily groped to remove the Blonde’s sports bra before finally casting the article away and nuzzling up to Yang’s wonderfully sizable breast.

“Ah! _Ow!_ ” Yang protested as Blake’s teeth began nibbling on her right breast, “Kitten… that hurts…” Blake just bit her again, and yang winced, “Well… if that’s how it’s gonna be…” She retaliated by jamming a third finger inside her partner, who yelped, squeezing her thighs shut about Yang’s hand.

“Ah… y-yes!!!” Blake cried out in pleasure, wrapping her arms about Yang’s neck as Yang pumped into her progressively faster, “Fuck _yes! Fuck ME!_ ”

Eager to satisfy her lustful partner, Yang continued to bounce Blake up and down on her fingers. Blake’s hips bucked in response to each and every thrust, gasping and moaning as Yang’s three fingers pumped in and out and the Blonde’s thumb stroked er clit until Blake’s body seized up, “ _Ohhh… Ohhh… YES!!!_ ”

 Yang smirked widely and kissed Blake’s cat ears as Blake shuddered and came onto her hand, “I do good?”

Blake nodded, but blushed, “…More…?”

Yang blinked, “You… want _more…?_ ”

Blake shakily straddled Yang’s leg and began to grind herself against the Blonde’s thigh, whispering sensually into her partner’s ear, “ _Yang… I’m in heat…_ I’ve got about _five more days_ of _constant…_ well…”

Yang nodded slowly, trying to comprehend what it would be like to spend an _entire week_ constantly _horny,_ “How… how much do you want…?”

Blake leaned down to suck the top of Yang’s breast until she left a mark, “ _How much have you got…?_ ”

Yang smirked, interpreting that as a challenge, “ How about _this?_ ”

Blake yelped again as she was thrown onto the floor and Yang tore the bodice of her nightgown open with her _teeth._ Had she been in her right mind, this wanton destruction of her clothes might have annoyed Blake, but as it was, Blake _really_ wanted Yang to kiss her, bite her, _suck her…_ and she _really_ wasn’t about to complain when her partner started motorboating her chest. Blake’s breathing grew faster and faster as yang’s hands closed around her breasts and _squeezed._ It didn’t stop there though, as Yang moved lower and lower down Blake’s stomach until Blake was left gasping and panting while Yang spread her legs. Yang paused for a moment to appreciate the sight of Blake’s quivering pussy before she dove in, and Blake’s hands slammed down onto the floor and her back arched as Yang’s tongue penetrated her folds.  Unbeknownst to the entangled pair though, the guest that Blake had been hoping for arrived through the vent. As Blake writhed in ecstasy and Yang ate her out, one of the small creatures clambered out of the vent and crept toward them, its tendrils reaching out…

“Mmph!” Yang spluttered into Blake’s vagina, startling Blake almost as much as the brawler as the tendrils pried her own lower lips open and the undulating mass pulled itself inside her. Yang collapsed with her head on top of Blake’s stomach, and the Faunus, unfulfilled, sat up to see why Yang’s ministrations had stopped, “Y-Yang? What…?”

As Yang rolled off of her, her golden eyes beheld the last wriggling tendril disappearing beneath Yang’s skirt. As Yang flopped onto her back, chest heaving as she gasped, Blake tore her partner’s skirt off, in such a hurry was she to confirm her suspicion as she examined Yang’s womanhood. It wasn’t _fair… Why the hell_ did these things like to _tease_ her so much? She’d lost track of the time she’d spent earlier _spreading herself_ in front of the vents, yet now _Yang_ got it? _Really? So. Not. Fair-!_ But Blake’s internal griping was silenced as a thick, black member spilled forth from Yang’s vagina and prodded Blake’s chin as it became erect.

Blake stared…

“Good god… what…?” Yang slurred, bleary-eyed as she recovered her wits.

And Blake stared….

Yang looked down at herself, and then sat up wit a start when her eyes fell upon her new ‘plus one…’ “G-gah! What the _Hell!!?_ ”

Blake licked her lips, feeling the fire light up between her legs again, and she stroked the rigid member causing Yang to flinch, “Yang…”

“D-don’t do that! God, that feels weird…” 

“Put it inside me,”

“W-what?”

Blake shifted to meet her partner’s unaccountably reddened eyes, “What’s the matter?” Blake crawled on top of her partner now, nuzzling to her ample bosom, “You _know_ I’m horny Yang… Don’t make me _beg…_ ”

“B-Blake! This _thing_ is inside me-!”

“And I _want it_ inside _me._ ” Blake insisted, “It’s _perfect…_ I want you to _mount me,_ and then I want you to _fuck me, and fuck me,_ and maybe _fuck me some more…_ Until I cum… until I _scream…_ until I _beg you to stop…_ ” Yang’s heart raced as Blake rubbed herself against the new member, sending shivers of pleasure through her, even as the Blonde found it difficult to avert her eyes from Blake’s swaying breasts, “And _then_ I want you to fuck me _harder, and harder and harder…_ At least until I _pass out…_ okay? _Then_ you can stop if you _really_ want to…” As if to accentuate the word ‘ _really_ ’ Blake twisted Yang’s nipple, “But let’s be honest… I really wouldn’t mind if you just kept right on _having me…_ ”

Right then, Yang lost all semblance of self-control and her hips bucked, driving the _throbbing_ black member deep into her _pussycat._ Blake exclaimed in sexual delight as she sat back onto the driving shaft, her own hips beginning to buck as she straddled Yang. _Fucking_ became the sole effort of the Faunus’ entire body as her whole form rocked and swayed from her head to her toes, trying to squeeze the maximum possible pleasure from each and every stroke. Her hips gyrated, then worked back and forth, up and down, side to side, trying to work Yang’s long, _hard_ cock into that _one_ perfect spot inside of her. Yang bucked her hips savagely – as hard as she could, as _fast_ as she could – and she was completely and utterly delirious with lust. All she was conscious of was Blake’s nearly naked form straddling her own, and the burning _need to violate._

With a mighty effort, Yang bucked Blake off of her cowgirl position and onto the floor. Before Blake could recover, Yang was on her again, grabbing her legs under the knees and _plowing her_ silly. Blake _tried_ to be an active participant at first. Wrapping her legs around Yang’s waste and clinging to the Blonde as though for dear life. Blake’s nails dug into Yang’s back, leaving long scratches across the Blonde’s finely toned form, and Blake bit down on her shoulder as though to further anchor herself in place as Yang stood, lifting Blake to rest straddling her hips as she continued to thrust. Blake’s entire world was reduced to the taste of Yang’s shoulder, the glorious _‘FUCK YES!!!’_ feeling filling her womanhood, and the jostling press of Yang’s breasts to her own soft, sensitive mounds as Yang _bounced her_ up and down on her shaft, and she liked it that way. .

As Blake came again though, Yang abruptly pulled out of her, turned Blake around so that Blake could feel Yang’s breasts pressing into her shoulder blades, and then promptly resumed the fucking. Yang held her up by the thighs and Blake’s arms happily fell limp as she watched her reflection in the window; her own not-insignificant breasts bounced and jiggled wildly as her whole body was jostled, and she could see the thick black column of Yang’s member disappear into her folds each time Yang’s hips thrust it inside. She wasn’t so much a person anymore as Yang’s moaning sexual _toy,_ and as she looked into her own eyes reflected in the window, Blake came again, just in time for Yang to loudly groan, and Blake’s body involuntarily spasmed as the bulge passed from Yang’s pussy to her own, where the hot gush spurted into her womb.

Blake reveled in the feeling of her walls being clamped down on Yang’s member for a long while, and enjoyed the look of orgasmic pleasure on her own face, but it wasn’t enough… “ _More…_ ”

Letting go of one of her legs and taking a fistful of Blake’s breast instead, Yang Readily obliged, thrusting again even as her cum slowly oozed out of Blake, coating Yang’s throbbing length. Yang then dropped to her knees, and Blake fell forward, though not _off_ of Yang’s huge, ribbed cock, and Yang took hold of her hips as the thrusting resumed and intensified.

“… _Fuck…_ ” Blake moaned like a whore as Yang’s cock slammed _all the way in,_ pulled _most_ of the way out, and then _slammed_ back in again, “ _Ooooohhhhh… I… I feel it ALL!!!_ ” As Yang’s thrusting into her reached a fever pitch, Blake came again, finally satisfied – for the moment at least – and slumped to the ground, legs spread wide for her juices to pool between her legs.

Yet Yang was not satisfied, and as her member twitched in an annoyed demand for satisfaction, it impelled Yang to act.

“Y-Yang… what are you doing…?” Blake asked, the lustful haze having been well and truly _fucked_ from her mind as Yang flipped her onto her back, “Yang, that’s enough – _stop-_ _AHH!_ ”

And so Yang set about the task of raping Blake Belladonna until she _screamed –_ just like she’d asked her to. An exhausted Blake weakly struggled and fought, but it was no use; she’d told Yang to take her by force, and that was _exactly_ what Yang was going to do. Blake’s feeble resistance wasn’t just because she felt satisfied though; indeed not. Rather, she had already begun to feel the first consequences of Yang’s (the creatures?) cumming inside her. Her breasts ached  and she felt bloated, yet as plaintive moans of “S-stop..” and “No more…” gave way to wordless groans, Yang did not let up, and drove her cock home into Blake’s pussy once more, and Blake’s eyes lolled back in her head as she gave up resisting and her body began undergoing the pregnancy in earnest. Never missing a stroke, Yang bent down over her suddenly passive partner and began to suck at her nipples, heedless as Blake’s abdomen began to swell beneath her own. All Yang was in a fit state of mind to care about was that Blake’s nipples were hard, and her pussy was _soft…_

_Let’s be honest: I’d be perfectly fine if you just kept having me…_

And so she did. Yang continued to fuck Blake’s prone form even as her stomach bulged and her breasts grew swollen, causing eye-pleasing little jiggles to run across her partner’s naked body. Blake’s legs twitched as the ravishing continued, as though wanting to wrap around the Blonde and hold her borrowed girth inside, but lacking the strength, and in any event, Yang proceeded to fuck her partner’s soft, quivering pussy to her own fullest satisfaction.

“P-please…” Blake whimpered, though she was unable to decide if she really meant it as, even despite her swollen abdomen and breasts, Yang’s continued penetration had made her cum a _fourth_ time… “ _No more…_ ”

But Yang did not stop – not until _she_ was satisfied, letting out a shuddering groan as she – or the Grimmling which had taken up temporary residence within her – she couldn’t tell anymore – loosed another stream of hot, white cum into Blake’s womanhood. Thusly satisfied, Yang collapsed beside Blake, her temporary member causing her to shiver with pleasure as it slithered inside her, and then cry out in pain as the whole Grimmling inside detached itself and _crawled its way out of her pussy. Blake_ on the other hand, _screamed._

She could feel the Grimmlings fighting and slithering all over each other inside her even as the first contraction hit her and her first cry of pain split the dorm. It felt like an eternity as the other contractions followed, but when the time came, she took Yang’s hand, squeezed it, _and pushed._ Blake’s first was pushed down and out of her birth canal with _painstaking_ slowness, but she almost preferred that than the way that the second couldn’t seem to escape her womb fast enough, spilling from her pussy, onto the floor, and skittering away as its last two brothers fought each other inside her for the privilege of being next born. Blake’s face scrunched up as they struggled and writhed, getting stuck just short of her entrance, allowing stray tentacles to probe the air beyond her folds. With one _final, excruciating_ effort though, they too were expelled from Blake’s vagina and the cat Faunus flopped back down onto the floor and caught her breath as her stomach returned to normal size.

“Y- _Yang…_ ” Blake intoned between gasps, feeling her suddenly sensitive and engorged breasts, “G- _get over here…_ ”

 

“Huh…?” Yang lazily looked her way, “Whoa Blake…” She added tiredly, “Nice rack~”

“They’re _sore…_ ”

“Ya get used to it…”

“But it _hurts_ now!” Blake pouted, “You are _so_ making it up to me next time I’m horny…”

And with that, both partners collapsed into sleep on the floor of the dorm. 


End file.
